Til the Morning Light
by LilFlyergirl
Summary: Set after the Amazing Spiderman. Movie-verse. Peter is trying to abide by Gwen's father's last wish, but new characters and dangers make that increasingly difficult.
1. Dreams

'Til the Morning Light

Disclaimer: I own nothing, but if Emma gets tired of Andrew, I will gladly take him off of her hands!

Chapter 1: Dreams

It was never really an option for these two. Love sort of just happened. If you believed at love at first sight, then the moment Peter Parker laid eyes upon the beautiful Gwen Stacy was when it occured. And now she lay next to him in his bed, her face turned to him, her eyes closed, lips softly parted as she slept. She looked so peaceful, except for her hands that had been clenched tightly together. At first he tried to pry them apart gently, but then settled on laying one of his arms protectively over her waist. She subconsciously reacted to that, snuggled closer to him, and let her arms falls limp. Peter sighed with a smile. Knowing he was there comforted her. It filled him with love, pride, and happiness. The only thing he ever wanted to give to this girl was just that. He wanted her to be proud to call him her boyfriend. He wanted her to know that he'd always be there for her, always...

_ "Leave Gwen out of it."_

The Captain's dying words echoed in Peter's mind. He couldn't protect her all of the time, he wouldn't be able to, it was impossible even for Spider-man. His enemies would easily find out about her, and they would take away the only girl that had meant anything to him. He wouldn't be able to go on if anyone hurt her. He knew he'd go bat shit crazy and kill anyone who even looked at him funny. He'd become what he protected people from. He hated himself for thinking that. But it was the truth. And he watched in horror as suddenly a small trickle of blood escaped her full lips and dripped onto his arm. She did not stir, but became still, and the small breath of air he felt on his neck ceased. She had died, right here in his arms. While he held her. While he was two inches from her. And he let out a horrible holler deep from this depths of his soul.

Peter sat straight up in bed so fast that he nearly jumped to the ceiling. His heart was racing, his breath coming in short pants. And then he realized he was alone. It had to have been a horrible nightmare. Gwen was not dead next to him. She had not been there in the first place. She was home, safe and sound... wasn't she? He grabbed his phone on his nightstand. The time read 5:30am. It was a Saturday, and she was probably asleep. But he had to make sure. He had to...

Her voice answered after three rings. She sounded tired and cranky. "Peter?" She asked.

He let the air out of his lungs in a big whoosh and flopped back down on his pillows. She was safe.

"Yeah, it's me." He said.

"What's going on? Are you alright?"

"Yeah, I just had to make sure..."

"Make sure of what?" She snapped. "You said you didn't want anything to do with me, remember?"

And it all came flooding back to him. He had no right calling her at all. He had taken the Captain's words to heart. He would keep away from Gwen. He had been so panicked after that nightmare that he needed to hear her voice and he had intruded on her rest. He needed to stop this. Though he was in love with her, he could not have her, and he should let her be.

"I'm sorry for calling you, Gwen." He told her. "I just..."

"Peter, wait..." She whispered.

He swallowed a large lump in his throat. The pain in her voice was too much for him. All he wanted to do was swing over there and apologize and beg her to rip out his heart with her fingernails. Anything would be better than to hear how she sounded.

"Good night," He said to her and ended the call.

He placed the phone back on his nightstand and rolled over, feeling the spot she had been in his dream. The sheets were a cool, although a little sweaty. They were not stained with blood. He placed a hand to his forehead, hating his subconscious. It had been weeks since he had said those words to her, and since then, he had did his best to stay out of her way. She had barely seen him. And now he goes and dreams about her, and worst, barges back into her life. He knew that she still loved him, but there was not a damn thing he could do about that. He needed to be alone in this life, and that was that.

Falling back to sleep was pretty much useless at this point. He got up and dressed, pulling his suit on. Might as well see if he could do some good tonight.

He leapt from building to building, perch to perch, letting the cool night air clear his thoughts. He had left Peter Parker back in his room. He was now Spider-man, a one man only show. But seeing how quiet the city streets seemed, he allowed himself to follow the familiar path to her balcony. He would just see how she was doing. If she seemed fine, he'd leave. If she seemed upset, he... well, he hadn't gotten that far yet.

He landed silently, and saw, that as usual, her blinds had been left up. He wondered if this was for him, or just a habit now. He didn't know which one to wish for. He did not want her pining over him. Only he was allowed to do that. He wanted her to be the bright, happy, incredibly smart and beautiful girl he went to high school. He didn't want her in another relationship, but he didn't want her to be alone. He wandered how he'd react when eventually, she did walk around with her arm linked in another man's. When she would kiss another pair of lips. The thoughts made him sick. He did not sense movement in her room, so he hoped she had fallen back to sleep. He was just about to swing off when he heard it. It was faint, and muffled, but he knew that sound now. Those sounds came from his Aunt May's room nearly every night after Uncle Ben had died. They were the sounds of someone crying softly into their pillow.

"Gwen," He whispered, placing his hand upon a pane of glass. His hand looked odd against her window in his red and blue suit. It didn't seem human. But still, he wanted to kick this door in, go in there, and... _and what, hero?_

Movement behind him made him turn. In the darkness, he could seem someone running across the rooftop of the building across the way.

_Damn it._

Who was this? Did they know Gwen lived here? Did they know he visited her often? He couldn't take any chances. He swung away after them. Or maybe, hopefully, they were just another dime store thug making a quick getaway. He couldn't let this person call who they wanted to call, or get to where they wanted to go. He had seen him on Gwen's balcony, and they needed to be stopped. Case closed. That filled him with a fury that with a heavy heave, landed him on top of them. There was a small cry of pain, and the two of them hit the blacktop of a roof a few buildings down. Peter was shocked that the voice of this person sounded female. He got up and off of the intruder and was shocked to see that yes, they were indeed female. She wore a skin tight black patent leather outfit, and a black mask around her eyes. A mane of white hair spilled wildly over her shoulders.

Who the hell was _this_?

The woman lay still with her eyes closed for a moment, and then her leg shot up, trying to land him a kick in the gut. He easily dodged that, bent down and grabbed her arm. "Who are you?" He demanded.

She smiled, a mouth full of white teeth glinting in the moonlight. "Well, if it isn't Spider-Man." She purred.

"And you are?"

"Taking an evening stroll."

He heard the sirens then. He snapped his head to her, and realized she held a string of fresh water pearls in her hand.

He gritted his teeth, pulled her to her feet, and grabbed her arms behind her back. He shot webbing to keep them there, and snatched the pearls from her.

"Busted, I guess." She said.

He didn't answer her, and bound her feet to. He went to swing away when her voice greeted his ears, "I'll see you again, real soon."


	2. Chapter 2

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Chapter 2

Gwen rolled over in her bed, staring at the picture of Peter that she used for his contact photo in her phone. Beneath it was a small blue arrow pointing down and to the left with the time stamp of one hour ago. Once he ended the call, she lay in her bed, her sorrow winning out, and watched the minutes under his picture grow. Her eyes were red and puffy, and she missed her father so much it was a constant heart ache. She wished she could talk to Peter the way she had been able to before. The loss of not having Peter beside her as well was too much. She missed snuggling into his green jacket, the way his arms felt around her. The way he would cup her face and look into her eyes with an understanding she could pour her soul to. A promise he made to her father before he died kept him from her. This was why he was not here for her. She understood the reasoning, but she hated it. The truth was without a doubt, that she was in love with Peter Parker.

She found the strength to get out of bed, and walked to her window. She climbed out onto her fire escape, and let the cool night air dry her tear stained cheeks. She saw a commotion a few blocks down, a herd of police cruisers were surrounding a building on the corner of Fifth and Locust. The first few weeks after her father died, Gwen would nearly burst out in tears every time a police car would pass her. That life was all she knew of her father, and it caused her a lot of pain. She was over the tears of seeing one, but she had to look away for a few seconds. The way they were all clustered around that building brought her back to that fateful night a month ago. The last thing she had said to her father was to plead with him to make sure Peter was safe.

Well, Peter was safe alright. Her father had made sure of that. She had been mad at her father for pushing Peter from her at first. But she had all but gotten over that. Her father's dying wish was for her to be safe. But now she wasn't sure who she was mad at. But it felt good to be mad. It helped her with her grief. She watched as a woman in handcuffs was put into the back of a police car. She then spotted Spider-Man swinging away in the moonlight. He was headed in her direction, and she watched as he landed on the roof of a building a few down. He paused, standing stock still. She knew he saw her standing on her fire escape. She could always tell when Peter was looking at her. It filled her with memories of the way his lips felt on hers, and she turned away from his silhouette, and stared down at the alley below her. When she looked up again, he was gone.

She gritted her teeth. Nothing from him. That was what she was left with. Not even a casual wave. She realized who she was mad at. She was mad at Peter Parker.

Since her father's death and Peter's departure, school had become a blur of classes and homework. Her internship at OsCorp was coming to an end and her high school graduation was in a few weeks. She was all set to go to college in the fall. She'd be leaving Peter behind for good. Maybe it was what she needed. It's what her mother told her that she needed. A fresh start.

"There's another Peter out there." Her mother had said to her after the breakup. "One who won't leave you. Ever." And then she had broken down, and Gwen had broken down and they cried over the fallen husband and father.

Gwen slammed her locker shut, and found Flash Thompson standing right beside her.

"Gwen," He greeted.

"Flash," She said.

"How're you doing?" He asked.

She knitted her brows together. The only time Flash talked to her was to get her to tutor him so he wouldn't get kicked off of the basketball team. He saw her as a female nerd and nothing more. "Fine," She said simply.

"I'm sorry to hear about your father."

"Thank you." She whispered. She began walking down the hall toward her next class. He fell into step beside her.

"You're very pretty," He said. "I don't know why I never told you before."

She stopped walking and turned to him. "Is this going somewhere?" She asked.

"I..." He started, "I don't know, I wanted to know if you'd like to grab a bite or something."

Gwen smiled in spite of herself. This was nothing on how Peter had asked her out. But maybe this was what she needed. A fresh start, like her mother had said. She'd be leaving soon for college anyway, so maybe she could have a little fun with Flash. He'd kiss her and comfort her, and that was really what she needed right now. A shoulder to cry into. And Flash seemed like a good guy. Stupid, but okay.

"You just seem so down lately." He said.

She frowned. She was not going to take his pity. "No thanks." She said, and started walking briskly. Geeze, how embarrassing...

"No wait, it's not like that." Flash said, jogging up to her and grabbing her arm. "I wanted to ask you out for awhile."

"Really?" She asked, "How long?"

"Since the tutoring. You're so smart, and pretty... no, beautiful."

Peter threw his backpack over his shoulders. He was late for school again. Tell that to the bank thief he stopped while he was on his way. He skidded to a halt when he heard Gwen and Flash talking. He knew he shouldn't, that it was none of his business and he turned on his heel to go the other way when a few words caught his attention.

"Saturday night at Maria's sounds great, Flash." Gwen said.

Peter couldn't believe his ears. Flash. Flash Thompson. The jock with a pea sized brain. This was who she chose for her next boyfriend?

"There's this party after... a little pre-graduation party if you're interested."

"Sounds like fun." She said.

"Cool. I have practice." He told her.

"Okay, see ya." Gwen said and watched him walk off. She rounded the corner and nearly collided right into Peter, who seemed to be deep in thought. "Oh!" She breathed. Peter reached out a hand reflexively and held onto her arm. She said nothing. She glanced at him, and then locked eyes with the floor.

He stared at her. There were subtle things he saw that no one else would pick up on. The bags under her eyes. The sadness in her voice. The way her shoulders slumped. "Hi," He whispered, sure she was steady on her feet, and let her arm go.

She gave him a curt nod.

"How... how are you?" He asked.

Bad question. She looked up at him, her eyes brimming with tears. "You're asking me how I am?" She squeaked incredulously.

"Gwen," He said softly, and she, his eternal soft spot won out, and he reached out and dried a tear on her cheek. "I know I hurt you, and I'm sorry, it's the last thing I ever wanted to do..."

"Then why did you?" She asked, the weeks of pain and anguish boiling over. She felt like hitting him clear across the face.

He swallowed the lump in his throat a few times. This was a bad idea. He should have turned around and walked the other way as soon as he heard her and Flash's voices. But...

But Captain Stacy had been right, and he had made him a promise.. He'd leave his daughter alone, thus keeping her safe, and keeping her in his heart where she belonged. But oh how his body ached for her. "It's better this way." He said.

She stood there, her bottom lip quivering so much that it racked her small body with sobs. "Better for who?" She asked.

"I'm no good for you, Gwen." He told her. "We both know that. I'd only end up getting you hurt or killed."

"You don't know that."

"I _do_!" He snapped. His eyes flashed then and all he could think of was the dream he had where he was holding her body, and it killed him inside. She shrunk back a little from his harsh stare. "I'm sorry... I'm just sorry." He said, and shook his head and walked off and out of her life just as quickly as he had come into it.


	3. Chapter 3

Chapter 3

One constant thing that remained in the Parker house was tea. Every morning before school, Aunt May was at the kitchen table, waiting for him to clomp down the stairs on his way out the door. She always had a fresh cup of tea for him, which he always declined and opted for OJ or a swig of milk to wash down a mouthful of cereal. And this morning, after everything that happened the day before with Gwen, he could use some familiarity. He hated himself for what he was putting her through. He couldn't seem to get the way her face looked out of his mind. She was all he saw when he closed his eyes.

Peter walked down the stairs and walked into the kitchen. Aunt May was at the stove, flipping pancakes . A warm mug of tea smiled up at him from the table, and Peter took it, resting his hands around the cup, letting the warmth and the steam wash away his troubles.

"Happy Friday," Aunt May said.

Peter gave a nod to her, and Aunt May set down a fresh stack of pancakes before him. "You're still taking pictures for the school newspaper, right?"

"Yeah," He said.

"Well, I heard from Agnes down the street that the Daily Bugle is hiring. Maybe that's something you could look into this summer, after graduation."

Graduation. He had all but forgotten that he was graduating in a few short weeks. He had been accepted at Empire State, and the Daily Bugle wasn't that far from the off campus housing he had been provided. It wouldn't hurt to make a little money.

"You alright, Peter?"

"Just didn't sleep that well, Aunt May."

"Girl trouble?"

Peter nearly choked on his tea. How could she know? How could she possibly know what had happened?

"Oh, come on, I may be old, but I'm not blind." Aunt May said, sitting down beside Peter with a stack of pancakes herself. "Is it that girl that was at the door?"

Peter decided that this was going to be a long and difficult conversation for both of them, so he busied himself with lathering butter on his hot cakes. He did not want to be having this conversation with her because she'd see the good in him, and she'd build up his confidence and tell him to go out and win the girl.

But he couldn't have the girl when he was Spiderman, no matter how much he wanted her and how much she wanted him. He had been given these abilities, these gifts for a reason. And he had to help in any way that he could. He had to find a purpose. "Yeah, that was Gwen." He said finally.

"Did I ever tell you the way your Uncle Ben asked me out the first time?" She said, a smile spreading across her face.

Peter sighed internally. He couldn't just get up and walk away now, claiming he was late for school. This was one of those stories that he'd have to sit through if he had a hole in his head. And he did want to hear her story, they hardly ever talked about Uncle Ben anymore. It was just still too real and too painful. So, he settled in to listen and hoped he could make it through. Just not today. Not when he wanted Gwen so badly it hurt. "No," he said, plastering a smile to his face, "you never did."

"Well," Aunt May said, "we were about your age, I suppose." She smiled, "It was at Coney Island. I had noticed your uncle in school. But I was there with a group of my girlfriends, and he was there with a group of his friends, and we were standing in the same line for hot dogs. He was in front of me, and kept turning around to smile now and then." She paused, "When it came time for me to pay, I found out that not only my hot dog, but all of my friend's had been paid for as well." She grinned, remembering, "And then our hands met over a bottle of ketchup."

Peter let out a laugh and Aunt May swatted at him, "Oh, say what you want, it was romantic."

He laughed louder. This felt good. Here he was expecting some long speech about how he had to look deep inside his soul and realize he was a good kid. Instead he got a story about hot dogs and ketchup. He could deal with those.

"You should have stories like that." Aunt May said.

"About ketchup?" Peter asked, his mouth full of pancake.

"No, about how you asked the prettiest girl at school out. How you danced with her all night. You're a good looking boy, Peter. You should go on dates."

And there it was. Peter let his fork drop to his plate with a clang. He pushed himself away from the table and stood up. "I'm late for school." He said. He walked out the door before she had a chance to call him back. There was no dates. There was no dancing. Not for Spider-man.

She moved in the darkness, her hands rhythmically turning the lock until she heard that sweet _click_. Banks in the Big Apple were so stupid. They spent millions of dollars on high tech surveillance technology, but as for their vaults, seemed like Uncle Sam wasn't signing those checks. She pulled the vault open, and was greeted with a wall of safe deposit boxes and stainless steel traps holding the larger bills. All child's play for her, after all, she, Felicia, was following in the footsteps of her father, Walter Hardy, the world's greatest cat burglar.

"I believe you've reached the bank after business hours."

Felicia turned, and found Spider-man hanging upside down behind her. She felt a thrill go up her spine. There was something about him that turned her on. His power, his body, his abilities. She felt herself flush. "Spider-man." She purred.

"Who the hell are you?" He asked. "I remember you from the other night."

"Just a good girl gone bad."

He shook his head. "This isn't a game."

"Isn't it?" She asked, smiling. "I do bad, you catch me, I hide, you find me, it's all a game in the end." She smiled widely, and Peter was once again taken aback. The short mask on her face did nothing to hide her beauty. This was a gorgeous woman. There was no denying that. She walked to him then, smiling, and he felt for a moment like _he_ was the one doing wrong here. He let her walk to him, her smell intoxicating, the heat from her body welcoming. Was this how lonely he was? That he missed Gwen so badly, he'd take any affection he could get, even from this stranger?

"Stay back," He muttered, reflexively aiming his wrist at her just before her long fingernails touched his arm.

Felicia held up her hands. She watched him for a second, and when he did not shoot her with the webbing, she tentatively placed her hand on his arm and felt the grainy texture of his suit. She smiled. "You're so amazing." She whispered.

Peter felt his heart racing in his chest. What was he doing? _What was he doing? _He let her hand run up and down his arm, and then it started to explore different parts of his body, his chest, his torso, and he lingered on her touch, until it began to drift toward his midsection. "Stop." He said, grabbing her arm.

"Why?" She asked, that radiant smile still on her face.

"Because we're in a bank you're robbing." He said stupidly.

"Fair enough," She said, walking away from him and back over to the pretty aluminum safe deposit boxes.

He missed her touch. It was considerably colder without her hand roaming his body. _Get it together, Parker. _He gave his head a small shake. She was busy filling her chest with stacks of money. While he just hang here like a puppy after a pork chop. He gritted his teeth and shot webbing at the box, yanking it from her hands. She looked up in surprise.

"Remove all the money. NOW." He said.

She turned her body to him, placing her hands on her hips. "Why don't you come and do it for me?"

What was it with this woman? Granted, this was the first female robber he had encountered, and he wasn't quite sure how to deal with her.

To his luck, there was a commotion outside, and he heard officers rushing the building. He smirked underneath his mask. Her eyes darted around for an exit.

"I can't let you leave." He said.

For this first time since they had met, she seemed incredibly pissed off. "I'm not a bad person." She said to him, "you just don't understand."

He waited until the officers ran in, and then escaped to the shadows, her words lingering in his mind.

…..

Don't worry, Gwen will be back in the upcoming chapters! Peter seems conflicted... again, thanks for all the likes and faves and reviews! Reviews make the author very happy. I love to hear what you think!


	4. Chapter 4

Thank you so much for all of the likes and follows and reviews! Please leave reviews, just a few words, anything to tell me what you think!

Chapter 4

Maria's was packed. It was the local hang out spot for the kids of Queens. The place was decked out like a 1950s diner down to their black and white checked floor, motown playing on an authentic juke box, and paper hats that the wait stuff wore. Gwen sat across from Flash in a sparkly red booth. They had both just ordered shakes and burgers, and were staring at each other awkwardly.

"So... do you come here often?" Flash asked her.

"Now and then. It's a commute when you live in Manhattan."

"I love the food here."

"Me too."

"You look very pretty tonight." He said, admiring her rose colored blouse. Gwen had debated on her outfit for several hours. She didn't want anything too fancy or trashy, but not too conservative either. She teetered on pulling on her blue sweater she had worn when Peter came to dinner, but it being nearly summer, and the heartache, she hung that in the back of her closet.

"Thanks," She whispered. "So, where are you going in the fall?" She asked.

"Penn State. Got a full ride."

Gwen nodded, "Wow that's great."

"Where are you going? Some school for smart girls, I assume."

"Empire State." She said, "Staying local for awhile, after, ya know." She was more than happy with the arrival of their food. She did not want to start crying into her cheeseburger.

Flash reached across the table and grabbed her hand. "Your father was a good man. He busted me and my friends on some parties, but he was a great dude."

Coming from Flash, Gwen was touched. "Thank you," She said.

"Enough with the heavy talk." Flash said, "What's a fox like you doing being single?"

Gwen's eyes widened at the question as she chewed, "Well, I'm not sure I can answer that question." She was not going to go into the whole Peter relationship drama with Flash. She was going to keep this a light and fun fling, someone to keep her company for the summer.

The rest of the meal was full of light hearted conversation, and Gwen could say that she actually was having a nice time. Flash could be a nice guy when he was on his own, away from the other jocks.

…...

Peter swung through the city, patrolling when he felt a familiar tingle go up his spine. His spider sense was detecting something, and Peter peered down at the citizens of New York from atop a third floor balcony. A cluster of men in an alley caught his attention, and he swung down to get a better view. There were three men all together, and they were surrounding a small boy. A small boy that looked oddly familiar...

And then it occurred to him. This was the little boy that helped him cut his fish that night he had dinner at the Stacy's. _This was Gwen's little brother, Harold. _He gritted his teeth and watched them closely and listened. His hand itched, and he wanted nothing more than to grab his phone and dial Gwen's number just to hear her voice and make sure she was safe.

"I'm telling you, this is Stacy's kid," The man holding onto Harold said. "We hold him for ransom, and the widow will pay through the nose."

Another man, a larger one who seemed to be in charge bent down to the little boy. "Is your daddy dead?" He asked.

"Let me go!" Harold cried.

"You keep quiet, kid, or I'll shut you up."

Harold tried uselessly to break free of the man's grasp. He glanced up at the sky, and noticed Spiderman above him. Peter put a finger to his lips, and Harold smiled. He was about to swing down when movement to his left caught his attention. In the mouth of the alley stood the woman from the bank, clad in her tight black costume and mask. Peter swore under his breath. Now he had two people to rescue? Or maybe she was working for them? How the hell did she get out of jail so fast?

The men turned their attention to her, and two of them whistled.

The man in charge stepped forward, eying her up and down like a piece of meat. "Baby, why are you out so late at night?"

"Let the kid go." She said.

Peter knew he should act, but he watched for a second. He saw the man approach her, and she hit him in the gut with a roundhouse kick. That was it. Peter needed to get down there before she got herself killed. He swung down, kicking the man that had a hold of Harold's arm. In a flash, he grabbed Harold and brought him up to the balcony that he had been watching from. "Stay right here, buddy, and don't move, okay?"

Harold nodded, watching the fighting going on below him. "Who is that woman? Your partner?"

Peter shook his head. "I'll be right back." He swung down again, and the large man had the woman in a headlock. Peter shot his webbing into his eyes, and the man let her go. She collapsed to the ground, panting.

"You alright?" Peter asked her.

She nodded, and grabbed the man's hands as he pried at his eyes.

Peter took care of the other two in a flash, and in no time flat, all three were tied up. Peter turned back to the woman. She leaned against a brick wall, watching him.

"I'm only asking this one more time." Peter said. "Who are you?"

Felicia smirked, "My name is the Black Cat."

"How did you get out of jail so fast?"

"I have my ways."

"Why did you help that kid?"

"I'm not all bad." She said and smiled, "Actually, I've been thinking of redeeming myself. Giving up the whole life of crime. I'll turn to your side and rescue kids in alley ways."

"And who will rescue you?"

"Hey, I helped you."

"When? When you were getting choked out?"

"I caused the distraction that let you get that kid to safety."

"Oh, you're a distraction, alright."

"Am I?" She asked, walked to him, that dazzling smile lighting her face in the dim light. She trailed her finger down his mask. "How distracting?"

"Spider-man?" Harold called.

Both of them looked up at him.

"I have to pee." Harold whined.

"I'm coming, buddy." Peter said. He took a step back from the woman. "Go home before you get yourself hurt." He left her then, the worry for Harold's bladder and Gwen winning out over the stupid argument he was having with this woman. He picked Harold up in his arms. The boy looked shaken, but otherwise okay. "Hold on tight, okay?"

"Are we going swinging?" Harold asked.

"Yeah." He said. "You ready?"

"This is awesome!" Harold cried. "Yes."

The two swung through the city, heading toward the Stacy's building. Harold enjoyed his ride, and after the night he had, Peter was glad he could make him smile.

"You know where I live?" Harold asked.

Uh oh. Peter had to think fast. "I uh, know where everyone lives."

"Sweet," Harold said, "Could we go swing by my friend Jimmy's house?"

"Sorry, buddy." He said. He landed on the roof, and followed Harold down to his apartment.

"Mom!" Harold called, walking in the door, "Mom, you'll never believe this, Spider-man is here!"

Mrs. Stacy rushed to the door, and turned ghostly white when she saw the man in the red and blue skin tight suit in her foyer. She grabbed Harold and pulled her to him. Her eyes were large and frightened, and she opened her mouth a few times, trying to find words. Peter didn't know what to say to her. He was the last person to see her husband alive and now he returns her son to her in the middle of the night. His thoughts went to Gwen, and he wanted nothing more than to run down the hallway and make sure she was okay.

"You have to call the police, Mrs. Stacy." Peter said. "I just rescued your son from being kidnapped. Is everyone home?"

Mrs. Stacy drew in a deep breath, "Oh my God, Harold..."

"It's true, but I wasn't scared at all, mom!"

She hugged him to her, looking him over. "Are you hurt?"

"Naw, Spider-man rescued me." He grinned up at his hero. "You rock!"

"Mrs. Stacy, is everyone home?" Peter repeated.

She shook her head, "No, my daughter, Gwen is out. My other son is here. I just..."

Peter walked to the phone hanging on the wall and placed it in her hands. "Call the cops. I'll keep a look out until they get here." He walked to the door, and Harold ran up to him, and hugged him tight around the middle. Peter looked down at him and ruffled his hair.

"Spider-man, you're the awesome-est!"

"Thanks, kid." He said, and dashed up the stairs to the roof. He felt proud of himself. He was feeling rather good until he thought of Gwen. Where was she? Was she kidnapped by thugs like the ones that had Harold?

…...

The music was loud, the house was crowded, and the alcohol flowed as Gwen followed Flash into his parents penthouse. He tried to make small talk with her, but after several failed attempts because they couldn't hear one another, he took her hand and lead her to his room. Gwen paused outside of the door. _Oh, don't be so uptight, Gwen. _ She thought and followed him into his bedroom. His walls were covered with trophies and articles about him and the sports program at high school. _Vain, much? _He took her hands and pulled her to the center of the room, and he stood admiring her.

"You're so beautiful," He said, and leaned in to kiss her.

His mouth felt nothing like Peter's passion, and she more than once thought she might fake an illness and leave early. _Oh, give him a chance._ Not every kiss was going to be as perfect as her and Peter's first one was, and she was going to have to get over that.

Her cell phone started to ring, and she thought about ignoring it at first. _But what if it's Peter? _ So what if it was Peter, he made his choice. _But what if he wants you back? _ Well, he can wait.

Oh, hell. She broke away from Flash with an apologetic frown, and dug into her purse. NYPD flashed on the LCD screen. _Oh God. Oh no. Something's happened. Something bad again. _Her heart went into her throat, and she answered. "Hello?"

"Gwendolyn Stacy?"

"Yes."

"This is Detective Miller. I'm afraid I have some bad news."


	5. Chapter 5

Thank you guys as usual! PLEASE REVIEW!

Chapter 5

Where was she? Peter sat atop her roof, her face lingering in his mind. She was all he cared about in this moment. The night wind ruffled his mop of hair. Was she alone, cold and scared in some ditch? Was someone beating her? Was she about to be dropped off the side of the Brooklyn Bridge while he sat here twiddling his thumbs? A few police cruisers had arrived a few moments ago, and officers had run up to Gwen's apartment. But she wasn't with them. And so he waited. He'd wait here all night if he had to. He had to know that she was safe, the gaping hole in his heart wouldn't let him move from this spot until she was in the care of New York's finest.

They'd move her family somewhere safe, somewhere Captain Stacy's death wouldn't be fresh in the minds of criminals. For the millionth time, he looked at his phone. He teetered on calling on her. He should, just to hear her voice.

But she had been so mad at him last time, and he didn't want to put her in a worse mood. He'd stay away if she needed him to. He'd swing to Egypt and bring her back a camel. Anything she'd need, he'd do for her.

But that was all it could be. He'd be her spot in the darkness, an angel on her shoulder and nothing more. She needed a normal life away from all of this. Away from the pain he seemed to bring her. He had created the monster that killed her father. And no amount of apologies would make up for that.

Another cruiser was turning onto Gwen's street. He watched as it parked next to the others, and she got out, her eyes red, her make up smudged just under her eyes.

But she still looked beautiful.

He could imagine her small hands clasped together, slight tremors running through her arms as she walked to her building. Someone called her name and she turned back. Peter was surprised to see Flash get out of the cruiser and race after her.

Gwen glanced up at the sky, and saw Peter silhouetted against the moonlight. She stared at him for a few moments, and then Flash put his arm around her and ushered her inside.

He knew this. He knew he had asked her out, but it still hurt him. Enough of this. He had done his part. Her family was safe. She was safe. Flash was here. It was time to go.

…...

Two weeks passed, and things fell into a sad ritual. Peter would get up, put a smile on his face, eat breakfast with Aunt May, avoid Gwen and Flash like the plague at school (though he happened upon them sucking face outside of the cafeteria one afternoon, something that still haunts him), return home from school, dinner, maybe Wheel of Fortune with Aunt May before she went to bed, and then he'd patrol until he was either absolutely exhausted, or the sun was rising. High school graduation was just a few days away, and he remembered something Aunt May had told him about. The open position at The Daily Bugle newspaper.

Peter walked inside the newspaper office, and was expecting it to be like how it looked on tv. Typewriters ringing in the background, reporters chattering into phones on the top stories, interns running around with lattes. Instead, what he got was the whirring of the printing presses, about twenty desks with people typing furiously into computers, and a chorus of people screaming for sources to be checked.

Not bad. Peter took a few steps forward, and saw a woman with the most odd color hair sitting at a desk, eyeballing him. He guessed this was the secretary, and took a step closer to her. And he froze in his shoes.

This woman with the odd color hair. He had seen her before. He had fought with her. He had gotten her arrested. This was the Black Cat that sat at the desk, typing merrily into her computer whilst cradling a phone between her neck and shoulder. Secretary by day, thief by night. His first instinct was to run up and grab her, but he'd be revealing himself as Spider-man. So he stared at her from across the room, wondering what exactly to do.

A few moments later, she ended the call, and looked up at him. "Can I help you or do you want to take a picture of me? It'll last longer."

"Pictures are actually the reason I'm here." He said, walking forward. He decided to keep talking and see where this leaded him. It wasn't like she was hurting anyone at the moment. Maybe she stuck by her word of what she meant by turning to a life of good. He supposed he should give her a second chance. Maybe people changed.

…...

Peter had just swung from his fire escape when his phone rang. He pulled himself back up onto it and saw Gwen's face staring at him. He stared at it for a moment before deciding to answer. It had been almost three weeks since the kidnapping. She had said not a word to him in school, barely even looked at him. He took a deep breath, and answered. "Gwen,"

"Peter!" She cried, "I thought you weren't going to answer for a minute."

"I'll always answer for you." He whispered.

There was a pause between them, and then he said, "Are you alright? Are you safe? I haven't really gotten the chance to ask."

"Yes," She said, "I'm sorry about that. Things have been crazy. They allowed me to move into my apartment early. My family moved upstate." She took a deep breath, and her voice wobbled, and he knew that she was about to break down, "Peter, I want to thank you, so much, for saving my family. I don't know what I'd do if..."

He couldn't take to hear her like this. He needed her to know that she'd never have to worry, that he'd be there..."You don't have to thank me, Gwen."

"Yes I do." She sniffled.

"No..."

"Yes."

"No."

"Can I at least talk to you? Are you busy?"

"No. Give me the address and I'm on my way."

Gwen pulled open her window and pulled him inside before he even had the chance to knock. It was dark in her bedroom, but Peter could make her out clearly. Her blonde hair was back in a loose rubber band and she wore a thin night shirt. He decided not to linger on how much he could see of her skin, and focus on other things. Her room was roughly the size of the one she had at her parent's place, but this room was disheveled and her jacket plus a handful of clothes were scattered everywhere. Boxes as high as the ceiling where stacked in corners. They were facing each other, about six inches from one another, and he saw a small tremor run through her body. He pulled off his mask, and held out a hand to steady her.

She looked him in the eye for a moment, and then clasped her hands together, and looked up at him again. "Thank you so much, Peter. I... I know it's been weird between us..."

He shook his head. What was she getting at exactly? Did she think he really wouldn't help her family if they needed it? "Gwen... look, I told you, you don't have to thank me, you don't owe me anything..."

"I... I know, I just... I don't know." She walked to her bed and sat down. "I'm just tired, and I don't think I'll be able to sleep again. My mother and brothers are a mess, and I'm a mess..." She buried her face in her hands.

He walked to her then, and sat down beside her, and pried her fingers from her face. "It's going to be okay."

She looked up at him, and she placed her head on his shoulder, and he wrapped his arms around her.

"I know you don't want to be here." She said, "but I'm glad you are."

No. No, she had it all wrong. There was no where else in the world he wanted to be. He missed holding her so much that sometimes his arms felt long and lanky. He'd get a chill and miss her body heat next to him. "I want to be here, Gwen. I just can't."

"Why?" She whispered, her big doe-ful eyes looking up at him. "I miss you."

No. He couldn't go through this again. She knew damn well why he couldn't be with her and she was making it harder. His teeth snapped together and he frowned.

"I'm sorry, I'm sorry." She said softly. "I won't bring it up again. But can..." She paused, "Peter, can I ask you something?"

"Of course."

She looked down at her hands, and her voice became small, like a child's. "Would you stay with me, just till I fall asleep? You can be out on the fire escape if you want..."

He looked reluctant, but how could he say no to her in a time like this? And how would he be breaking his promise if he was gone by morning? No one knew he was here. There was no danger. For now. "Lay down, close your eyes." He said gently.

She smiled, and snuggled down in the bed. Under the blanket, she gave a small shiver.

"Are you alright?"

"Cold."

He sighed, and laid down next to her, everything in his brain telling him that this was a bad idea, but she was his soft spot, and he was so lonely, and he'd do anything for her. He wrapped his arm her waist, and she snuggled back against him. This felt so right. It was as if they were two pieces of a puzzle that fit together.

"Go to sleep now," He whispered, his breath tickling her neck.

She turned her head toward him, and opened her eyes in the dim light. "I'm sorry about what I said to you the other day at school."

He shook his head, "I know why you did."

"And I know why you're doing what you are." She paused, "I know you promised my father, and I want you to know that I'm dating Flash."

"I know." He sighed. "Why didn't you call him over here?"

"I don't trust him the way I trust you yet."

He sighed once more. He studied her face in the darkness, the curve of her lips, the outline of her eyes. Her head was bent to him, and he knew he shouldn't, he knew he'd be increasingly hypocritical, that he was breaking every rule, even the promise to the Captain, but his loneliness and longing for her won out, and he placed a very soft featherlight kiss against her lips.

Her eyes fluttered up to his face in the darkness, and she stared at him for a few moments, as if she was arguing with herself on whether she was mad, or accepted his gesture. She closed the distance between them and covered her mouth with his own. He abandoned all thought. _Let it go, just let it go for tonight._ He moved his hand down to her waist, and she groaned, and he turned to kissing her neck instead.

"Peter," She breathed.

"Do you want to stop?" He asked, his mouth still against her neck.

She bit her bottom lip. She knew she should. She definitely should stop him. But he felt so good, and she trusted him. More importantly, she missed him so much it hurt, and the thought of him leaving her now was too much to bare. "No." She whispered, and surrendered to his touch.

…...

So, Peter and Gwen do the mattress mambo. Thoughts? :)


	6. Chapter 6

Thanks for all the faves and reviews and follows! No more chapters until maybe Monday, I am heading to the shore for the weekend! :)

Chapter 6

The morning light filtered in through the windows, and onto the sleeping bodies of Peter and Gwen. They both lay on their stomachs, faces buried in pillows. However, no matter which way he slept, the sun always found a way to shine directly into Peter's eyeballs and he rubbed his face with a groan. He stretched, and looked around, in his sleepy lull realizing that he wasn't in his small bedroom. He was still at Gwen's place. He turned over, and found her snoring softly. Her expression reminded him vaguely of his dream, and he shoved that to the back of his mind. She was not in any danger for the time being, and he was going to enjoy this moment. He needed it, and he'd cling to it, and look back on it when he needed to. This little piece of heaven with just he and Gwen. He smiled, and tucked a stray strand of hair behind her ear. His touch woke her, and she turned her head toward him, blinking sleepily. "Hi," She said.

"Hi." He answered. "Are you okay?"

She nodded, "Yeah. Yeah, I think so."

He pulled her to him and cradled her face in his hands. How he loved those big eyes looking deep into his soul. "I wouldn't change last night for anything." He said.

She smiled, "Me either."

He kissed her forehead and released her, laying back down on his pillows. He did not want this moment to end.

She lowered her gaze to his bare chest, biting her bottom lip. She reached out and ran her index fingers on it in small circles. "You can't stay, can you?" It was more of a statement than a question. It was like his thoughts were hers sometimes. That she understood all too well.

How he would love to lay here beside her in bed. That was what couples did. Two people who loved each other and had lazy weekends, just lounging around. Not someone who had the ability and reflexes of a biologically engineered spider, and not somebody who had made a promise that would haunt him for the rest of his life. She stared at him as he mulled this over in his head. He paused. He owed her the truth, it was what she deserved to hear. He didn't know why he didn't tell her everything before, and it was time to come clean. He rubbed the back of his neck as he talked, "I want to tell you everything. But first, you should know that your father loved you very much." He started.

Gwen was silent a moment, and took a deep breath, "I know. I know he did."

He reached out and took her hand, and she held on tightly to it. He could feel her fingers trembling something slightly, something that happened when she was extremely upset. He'd be as gentle as he could. "The last thing he said to me, was that he wanted me to stay away from you so you'd be safe. I promised him, Gwen."

She opened her mouth to speak, but he put his free hand to her lips."I... I promised your father I'd stay away from you, Gwen. Keep you out of my life so you wouldn't get hurt. I broke that promise last night and I'm sorry. I... I went against my word, and it's because of you. You are my weakness. Your father said I'd make enemies, and I will, and if they get to you, I'd... well that's just the thing. I don't know what I'd do. So, I'm sorry for pushing you away, and I hate myself for it, but it's the way it has to be. And this..." He gestured between the two of them,. "this can't happen again."

She lowered her eyes, but not before he saw small tears start to form. "What about what I want?" She asked, "did you two discuss _that_ on that rooftop?"

He was taken aback by how angry she sounded, but that her eyes still sparkled with tears.

"I'm old enough to make my own decisions and choices. I know my father was trying to protect me. I know you're trying to protect me, but what about this?" She took his hand that she was holding onto, and placed it over her heart. "This is real. What you and I have Peter, it only comes once in a lifetime."

He reached out and cupped her face in his hands. The air was charged between them once again. She melted into his eyes. How he wanted to kiss her in this moment.

"Tell me you don't feel anything Peter." Her eyes pleaded with him to say what she wanted to hear, that he loved her and always would, that he'd buy her a ring and they'd pick out china patterns. That they'd buy a cute little split level and have the picket fence. That's what he wanted to tell her. But it would have been a lie.

He was about to say something, as she waited, lingering on his every breath. But the hairs on the back of his neck stood up. His head turned to the window. Something was going down.

"Duty calls," She whispered sadly.

"I'm sorry." He said. He grabbed her hands and brought them up to his lips.

"I know," She whispered, letting the tears freely fall. It was as if he was sealing their fate by leaving her in this moment, when she was most vulnerable. She backed away from him, pulling the sheet that protected her naked body from the world tightly around herself and brought her knees to her chest..

"Go get 'em, Bug Boy?" He asked.

She gave a small nod.

With a sigh, he hung his head for a moment before pulling on his mask and climbing out onto the fire escape. "I meant what I said."

She glanced up at him. "What?"

"I wouldn't have changed last night for anything."

"And now?" She asked. "This is the aftermath of last night."

He turned back to the window. "We'll talk later. Promise." He said, and jumped.

…...

Peter was always amazed at how dumb the criminals of New York seemed to be. He watched as this low life, clutching the purse of a woman he had nabbed it from two blocks down, ducked into an alley to reveal the contents.

"They say you can learn a lot about a woman from the contents of her purse." Peter said as he crawled down the side of a building toward the man. The man was dressed in a wool hat the despite New York in the summer, and wore a black shirt and black jeans. He had mean, small pig eyes that burned into Peter as he observed him.

"Hey, so you are real." The man said, hugging the purse to his chest. "What are you, some kind of X-Man or something?"

Peter rolled his eyes and jumped down to his feet. He shot his webbing at the purse, snatching it from the man and throwing it over his shoulder. It landed a few feet from the mouth of the alley.

"You're a freak!" The man said, backing up. His small dark eyes were large and fearful.

"That's what your wife told me last night in bed." Peter said.

"I just want to get out of here." The man said. "Look, I'm sorry."

"You want to get out of here? I'll get you out of here." Peter said, and cocooned the man in his webbing.

"My, what a nice surprise." A voice came from behind him. Peter didn't want to turn around. He knew the Black Cat was there. He glanced over his shoulder and found her with the purse in her arms.

"Don't." Peter said. "Don't take it, I will send you to jail again."

Felicia looked hurt. She pouted, but somehow was still able to show those dazzling white teeth. "What, you don't trust me?"

"Not as far as I can throw you."

"Well, we'll have to change that, won't we?" She smiled again, and dashed to the mouth of the alley.

"No! Dammit!" Peter declared and started after her. "FELICIA!" He cried.

She had made it all the way to the street. She paused for a second, looked at him, and kept on going. Peter swore loudly, not only mad at himself for revealing he knew who she was, but mad he didn't hit her with the webbing the first second he saw her. He tracked her from above, swinging from building to building. She did her best to weave in and out of New York's patrons. As she slowed, he watched her from the roof of a building... as she handed the purse back to the woman it belonged to.

Well I'll be damned...

Felicia turned and smiled up at him, motioning for him to follow her. What choice did he have? She went down another alley and he followed closely behind. She turned then and looked up at him, crossing her arms. "How did you know my name?"

Peter jumped down to the ground and looked at her.

"I have my ways." He said.

She didn't push him on the subject, but walked to him once more, seductively, and for the first time, he noticed a pair of dagger like heels that were at least five inches long at the end of her black patent leather boots. "Odd shoe choice." He said.

"A girl's gotta be fashionable. Caught your attention." She placed her hands on his shoulders, and he was more stunned that he let her do this. What was it about this woman that he let get dangerously close to him? She could have ripped off his mask, and he'd be standing there, en captured by her boots... that held long fabulous legs. He thought back to Gwen then. She had nice legs too. And she was waiting for him back at her apartment while he was out here with this woman.

"Thanks for the help," He said with a salute.

Her hands were still on his shoulders, and he shot himself up onto the wall and out of her grasp.

"You're leaving already?"

"I've got a big city to protect."

"I want to help you."

"Then stop robbing banks."

"I am. I'm done with that. I want to do good. That was a rush today. Knowing your better than half the scum that walks this city. I want to help you with that."

"I work alone."

"Why?"

"It's just the way it is."

"Are you scared we might be good together?"

He didn't answer her. It was obvious that she was gorgeous and she knew it, and she knew that he liked that.

"I make you nervous." She said, her smile lighting her face.

Peter was getting mad. He didn't like being outted by this stranger. So what he thought she was attractive? Gwen was a few blocks away, Gwen, who he had just made love to, Gwen, who was the complete description of a soul mate.

"Is there another woman in your life, Spider-man?"

"None of your business."

"There is!" She gushed.

Something perked his head up. There was scuffling a few alleys down. "Shut up," He snapped at her and listened. There were loud voices, and a faint cry for help. Dammit. When would people learn to stay out of alleys? He swung himself out of there, and he could hear her below scrambling to keep up with him on foot.

"Stay where I can see you!" She shouted.

Yeah, and by that time, this poor soul would either be robbed or dead or shot. He hustled and landed silently at the back of the alley. A young woman was being held on the ground at gun point, and his breath caught in his throat. Two men were holding her legs apart, while a third was about to slip inside of her.

Jesus.

The girl looked no older than thirteen, and she looked terrified. Her eyes found his, and they grew wide with hope.

"Get ready for a warm surprise, baby." The man said, about to lay on top of her. Peter gritted his teeth, shot out his webbing, and threw the man against a brick wall, knocking him out cold. Peter hoped he had broken a specific organ as well.

Felicia ran into the alley and jumped on one of the men. She left the poor girl on the ground wide open and exposed, and fact that the third man was about to take advantage of, until Peter shot out his web into the back of his head. Peter somersaulted through the air to land in front of the girl on the ground, just as the man pulled out a gun and fired.

It was if things were happening in slow motion. Peter had no chance to sling his web at the gun. It happened too fast. He had just landed over her when the shot rang out, hitting him in side. Peter gritted his teeth through the pain, and got a better look at the goon. It was bigger, and it looked to be some kind of custom made piece.

There was no rest for him. There was no laying down and dying here today. He sprayed webbing over his side, to keep himself from bleeding to death, and turned back to the man who was ready to fire at him again. Peter reached his leg up and kicked the gun out of the man's hand, and followed with kick to his teeth. The man fell to the ground unconscious, but still Peter loomed over him, furious. His side was aching, he was so pissed that they'd try to rape a small girl, he didn't know how to handle Felicia, and Gwen was still waiting for him...

"Spider-man!" Felicia said.

Peter turned. She was bent over the girl. It seemed like Felicia had been calling him for awhile. He walked over to them. The girl had her head in Felicia's lap, sobbing quietly.

"Is she okay?" Peter whispered.

Felicia nodded. "I'll take care of her, you go get that wound checked out."

He gave a nod. It was the only thing in the past few hours that made sense. He turned to go, and looked back at her. "You sure you got this?"

"Go." She told him.

Peter nodded, extended his arm, and headed toward Gwen's apartment.


	7. Chapter 7

Chapter 7

There it was again. That all too familiar ache in her chest. The shortness of breath. The nauseousness. Gwen was no stranger to these feelings. She had lived with them her whole life worrying about her father in his line of work. And now she was going to repeat the whole damn pattern again, with Peter and his alternate lifestyle.

Her father had died a hero to the people of New York, and that's what the people would remember him as. To her, he had always been a hero, but he had been her _father_. He had become a name on the wind in the city after his death. Papers wrote articles. People talked. _Did you hear what happened to Stacy? Stacy saved the City, Captain Stacy VS Godzilla_. But they didn't know who he truly had been. A family man, through and through. He would wait up for her to return home from study dates, he had tucked her in at night when she was a child. He had bought her ice cream when she fell off her bike. And all she had left of him now where the memories, and she didn't want that for Peter. She didn't want him to become another faceless name they would pass around on the subway. She wanted a real, flesh and blood boyfriend, who wouldn't jump out windows during arguments, fight dead beats in the subway station.

She wanted someone to come home to, some normalcy. Peter was indeed a hero, and maybe that's all he should be to her.

Her heart had other ideas, however. When she thought about Peter, not Spider-man, she found the dorkiest grin on her face. He made her laugh. He gave her pleasure. She could confide in him. And he kissed like fuckin Elvis. Whoo daisy.

She wondered when he'd return, if he even would by nightfall. She hoped he was okay. She showered and dressed, her eyes glancing back to her window every now and then, looking for any glimpse of red and blue. She was passing by her bedroom on the way to OsCorp to finish up a few things before he internship officially ended when she saw him. He was panting, slumped against her wall and clutching his side.

"Peter!" She cried, dashing over to him and helping him onto her bed.

"It was horrible, Gwen, I..." He hissed as she gently pried his fingers away from his side to get a good look at his wound.

She frowned when she saw there was a mound of webbing and dried blood underneath of it. "Peter, how do I get that off?"

"I'll do it." He sucked in a deep breath, and quick as a flash removed most of it. As soon as the webbing came off, a trickle of blood leaked out of him.

Gwen examined the area. On his side, just by his ridbcage where two small diagonal marks. It looked almost like he had been branded. Gwen bit her bottom lip. She had seen something like this before at OsCorp. A new kind of gun that shot cartridges that released toxins into the bloodstream. No bullets. No mess. Just an untraceable poison that would kill you within an hour. It was a new kind of war brewing at OsCorp, at least that's what they had told her. But it couldn't be... how would they get out on the street?

Still, she couldn't take any chances. "Peter, when were you shot?" His answer would mean life or death. Maybe she'd have time to remove the cartridges before they dissolved. That was the best case scenario.

He squeezed his eyes tight against the pain.

"About fifteen minutes ago. Maybe twenty."

Gwen shot up and over to her purse, and fished around in it, cursing loudly. A cry of triumph, and she rushed over to him with a pair of tweezers, a mirror, and a flashlight. "I need you to do exactly as I say. Okay?"

"Okay."

"It's going to be alright, Peter." She said, taking a deep breath. She handed him the flashlight and turned it on. "Keep that there." She grabbed the tweezers, and began to poke around the edges of his ruptured skin. He groaned. She swallowed the lump in her throat and thought back to the beginning of her internship at OsCorp, when she worked in the biology department. She began cleaning cages and then graduated to dissecting poor dead mice that succumbed to OsCorp's dreams of a bigger and better things. It would be like that. Except that Peter wasn't a lab rat, and wasn't dead.

"Sorry." She whispered, poking again. His cry was louder this time, and she had to concentrate on keeping her hands steady and not that face that she was hurting him. Swollen, inflamed skin greeted her fingertips. The sooner she could pull out these damned things, the better. She went almost all the way around it before she felt the edge of the first cartridge. Thank God! The cartridge was still in tact and had not dissolved yet. She doused her tweezers in alcohol and turned to him. He watched her with a mixture of pity and pain. "Here we go." She said, keeping her hand steady, and reached into his skin.

….

Half an hour later, two bloody cartridges, roughly the size of sim cards sat on a bloody paper towel as Gwen stitched Peter's wounds. Maybe she should become a medical doctor, and give up science. She teetered on that thought, until she saw Peter's face, still clenched in pain.

Nope.

No way. She wouldn't be able to do this on a daily basis. She'd stick to the dissection. "Alright," She said with a final snip. "All done."

He relaxed his jaw, and sat back in her bed. He let out a small sigh as his back hit the headboard.

"How do you feel?"

He shook his head, adverting her gaze, his eyes trained on the cartridges. "What the hell are they?"

"They're from OsCorp, I'm pretty sure of that." She said. "They carry poison and dissolve in the blood stream. I'm assuming your abilities slowed that down."

"How did they get outside of OsCorp?" He asked.

She shrugged, "Your guess is as good as mine."

He sat up, wincing slightly. Gwen rushed over to his side and grabbed his hand. "Easy, okay? New York will be okay without you for one night."

He hung his head. "I'm not so sure about that."

"Well, it'll have to be."

He lowered his face into his hands, the expression of terror on that young girl's face filling his vision. "You weren't there, Gwen. You didn't see what I saw."

She frowned, knelt down to him, and like he did the night before for her, she pried his fingers from his skull, and cupped his face in her hands. "You know you can talk to me. What happened out there?"

He paused a moment, letting the reality of having a confident fill his soul. Gwen was the type of girl you could give government secrets to. Someone who wouldn't betray your trust, even though you had hurt her beyond repair. He didn't deserve her, but he was glad she was there. "I knew... I knew something was going down. I got there as fast as I could. There was a girl on the ground, about to be raped by these thugs..."

Gwen drew in a sharp breath, finding his eyes, and squeezing his hand.

"I took them out, got shot protecting her. I left her with Felicia and came here." He paused, "Her face, Gwen. She was depending on me. It's not something I'll ever forget."

Peter wrapped her arms around his neck, pulling his head to her chest and playing with the hair at the base of his neck. She held him like that for awhile, the burning question at the back of her mind. Who the hell was Felicia? "I'm sorry," She said instead. "It must have been horrible for you. Who is this Felicia?"

Peter gulped. He didn't know what exactly to say here. He finally decided on the truth, and let the cards fall where they may. The least Gwen deserved from him was his honesty. "I don't know, really. I locked her up a few times. She's been trying to help me. She calls herself the Black Cat."

"She's trying to help you... and you sent her to jail a few times?" Gwen asked, her eyebrows raising so high they almost disappeared into her bangs.

"It's complicated."

"I'll say."

"This is what I have to do, Gwen." He said after awhile. "And I don't know where that puts us. I wish I had all of the answers, but I don't." He stared deep into her eyes, "You matter to me most."

"I know I can't have you." She whispered. "And I know you made your promise, and I hate it. I hate this life you lead, and I worry for you. I'm so scared that one day you won't answer my phone call and..."

"Gwen," He whispered, pulling her close to him again. "Hey, shh, don't worry about me, okay? I'm smarter than the boneheads in this city. Quicker. Tougher."

"And what if there's another Lizard?"

"Then I'll strategize."

"Peter..."

"Look, I can't just not do this. If I can help people, I'm going to do it. They need me."

"I know. " She said, and snuggled into his chest.

"Even if it gives up my happiness."

"You have nothing to prove, Peter. You don't owe anyone anything..."

He sighed. Yes he did. He did owe someone. Someone he'd never get the chance to see smile again, all because of his inaction. "Did I ever tell you about the night my uncle died?"

"No," She whispered.

"It was so stupid. I looked right into the eyes of that man. He ran right by me. He stole from this convenience store. The clerk chased him. I was mad because he had given me a hard time. I let the killer go. I could have stopped him so easily... the next thing I know, there's a gunshot, and my uncle is on the ground, his blood soaking into the pavement..."

Gwen put both hands to her mouth. He never talked about his uncle after he died. It was a topic that was off limits. It was an unwritten rule. And here he was, spilling his soul to her. "Oh my God, my Peter."

Peter let that sound of that linger in his ears. Her Peter. Damn that sounded good. "I want to be the man he saw in me. I owe him that."

Gwen pulled him close to her. "You are," She whispered as he wrapped his arms around her as best he could from the pain. Forget their relationship for tonight. They could just be two lost souls that found one another. Just for tonight.

….

If Peter had known that just hours before, he would have come in close contact with Uncle Ben's killer, he may have acted a little differently. The man with the star tattoo stood in the same alley he had encountered Spiderman that day. He was waiting for his employer to show up, and he was nursing his pounding head over a bottle of Jack Daniels. Bright lights washed over him and he shielded his eyes as a dark limo rolled toward him. The back window came down half way, and a voice spoke in the darkness. "Did you get him?"

The man decided to chose his words carefully. He pondered this a moment, brought his left hand up to scratch the stubble of his beard. The star tattoo on his arm glowed in the moonlight. He knew his employer was a powerful man, and he studied him in the darkness. It was supposed to have been so easy. He, along with his crew had been given a girl to have some fun with. She was the bait. As soon as the bug showed up, all he had to do was shoot him with the gun provided. Done deal, and he'd be paid handsomely. He had done his job. "Yeah, I got him."

"No complications?"

"There was a woman with him, but she was no trouble."

"Did Spiderman notice your tattoo?"

"No. Kept it covered, just like you said."

"Good."

A paper bag came out of the window of the car and hit the man with the star in the gut. He greedily ripped the bag open. The smell was intoxicating. This was the finest cocaine known to man. "Thank you," He said.

The window rolled up, and the car backed down the alley. The man with the star tattoo was too preoccupied with his payment to notice that the car had stopped at the end of the alley. And two large men had come out of the car and began walking toward him.


	8. Chapter 8

Thank you so much for the reviews, faves and likes! Please review! And how about that Michael Phelps and Team USA? Woohoo!

Ch 8

Gwen rolled over, stretched, and found the spot next to her in bed empty. She raised herself to her elbows, and looked around her empty room with sleepy eyes. "Peter?" She called. The room was so bare that a small echo greeted her. She got up and out of bed and padded to her living room that connected her bedroom. Also empty. She frowned. Guess the fun time was over and he had went back home. She noticed her cell phone sitting on her couch and saw that the little indicator light was flashing , telling her that she had a voicemail message. She held the phone to her ear, and sure enough it was Peter's voice.

"Gwen, hey..." There was a pause. "I left before you got up, I needed to get back to my Aunt May, she's cooking this big dinner for me tonight since you know, we're graduating tomorrow." There was another pause and the sound of a scuffling, and Gwen could imagine him swinging through the city with a phone pressed to his ear. "But I want to thank you. I want to thank you for everything. If you want... you could come to my place for dinner. I don't know your plans... but I... thought... maybe it would be nice, something normal?"Gwen smiled as his voice went up a little on the last word, showing his nervousness. "Well, I hope you slept well and... hopefully I'll see you tonight. Bye."

She smiled again and replayed the voicemail. She'd save that and listen to it when she got lonely, or the world became to much for her to bare. She'd always have this little piece of Peter Parker hidden safely in her pocket.

Her phone rang again, and expecting it to be Peter, she answered without checking the screen. "Hey."

"Hi, Beautiful." Flash's voice greeted her ears, and Gwen was momentarily disappointed until she remembered that she was dating him. Flash was a nice guy when it came down to it, and he deserved her attention.

"Hey," She said again.

"Happy day before Graduation."

"You too!" She exclaimed. It was so weird how different the conversations she had between Flash and Peter. With Peter, everything was so personal, like he hung on her every word. With Flash, everything was so light and airy.

"What are you doing for dinner?"

She thought for a moment. Peter could really use her right now, and she wanted to make sure he was healing okay. "I have plans for dinner, I'm sorry."

"Have lunch with me. I have a meet with some scouts, but then I'm all yours."

She giggled. She actually giggled. It had been far too long since she had laughed. "I have to finish up some things at OsCorp, so that sounds great." She had been meaning to stop into the lab yesterday, but everything happened with Peter, and she had gotten sidetracked. This would also be a good oppurtunity to try and get some more information on those cartridges.

"Awesome. Oh, and do you know what today is?" Flash asked her.

"Friday?" Gwen guessed.

"Babe, it's our one month anniversary."

Gwen felt her jaw drop. She didn't even know that Flash had been paying attention. Every pretty young girl that walked by them tried to catch his eye. She felt a stab of guilt in her gut. She didn't know it was she and Flash's anniversary, yet she could remember the exact date and time Peter Parker had first asked her out. If she was going to be with Flash, she needed to be with Flash and give him her attention. Apparently, he took care of his girlfriends. "You passed the test." Gwen said with a chuckle.

"Cool. I gotta run, I'll see you around two?"

"See ya then." Gwen ended the call and ran her hands through her hair. This was already starting to be an exhausting day.

…...

Gwen really only had to finish up a few things at OsCorp. She planned on staying an hour, tops. She had to go into Dr. Connor's old lab, which was now Dr. Octavius's, grab her research on Tritium, clean out her locker, and be on her way. But she wanted one more look at it under the microscope, to make sure she didn't miss anything. She sat her belongings down on a chair and let herself into the lab where they were holding the Tritium. It glowed a beautiful yellow, and beckoned her forward. Gwen removed it from its case along with a trace amount and prepared to make a slide. She didn't notice that anyone else was in the room until they spoke.

"Burning the midnight oil?"

Gwen turned, and found Norman Osbourne of all people, standing right behind her. She had only met him once, four years ago when she started working at OsCorp. Since then he had been a name on the wind, wrapped up in board meetings and traveling the world. "Good morning, Mr. Osbourne." She said.

Osbourne picked up her slide and examined it againt the florescents. "Tritium is one of the rarest elements on this planet. We have under one pound of it."

"I know. I'm being extremely careful."

"You were Dr. Connors' student, were you not?"

Gwen gave a small nod, "That's right."

He handed her back the slide, and Gwen suddenly noticed how close he was to her. She could feel his body heat, the smell of his aftershave. She took a step back, and he took a step closer to her. Gwen then noticed that the two of them were alone.

"Well, I better get going. I have graduation tomorrow."

"I'm not rushing you out." Norman said, "Please." He gestured to the slide.

Gwen swallowed the lump in her throat and placed the slide under the microscope. She hated taking her eyes off of him for even a second. She felt like she was a small farm mouse, and he was a hungry snake. She took a look through the microscope, and jumped when she felt his hand encase hers. The palm of his rough and calloused, and Gwen immediately thought of the Lizard. Not Dr. Connors, but the giant maniacal monster that had taken over him. Gwen wasn't sure what exactly was going on here, she just knew that she wanted no parts of it.

"See anything you like?" He asked.

A shiver ran down her spine. She looked up at him, and his eyes were locked on hers. It was beyond creepy, this man had barely talked to her for a moment when she started working her over four years ago, and now he was here, his body inches from hers.

"I know you've had it rough these past few months." He said, "I just want you to know that I'm here for you."

"Thank you," she said, "That's very kind of you."

"Do you have a boyfriend, Miss Stacy?" He asked, his hand traveling up her arm, his dry fingertips centimeters from her skin. The hairs on her her arm stood at attention, a warning sign to back away. "Or do you just think you do?"

Gwen was frightened, but she was getting angry. Who the hell did this guy think he was? What was he saying to her? She was about to turn and tell him exactly where to go, but then she thought of all of her work she had done in this lab over the years. It would all have been for nothing. He had the power and resources to make that happen, and she hadn't come this far to fail. Not now. She decided to just excuse herself as quickly as possible. His body was blocking her clear shot to the door. She'd have to back away slowly and run full around the table. "I uhm... really better be going. Excuse me." She pulled her hand away quickly, and walked as fast as she could out of the lab, his eyes never once leaving hers.

…...

Peter rounded the corner, a fresh stack of Spider-man pictures under his arm. He walked into the Daily Bugle, and headed toward the receptionist's desk, fully prepared to see Felicia sitting there. When he walked through the door however, he was greeted by a brunette with bright red lipstick sitting at the desk. She was busy filing her nails when he walked up, and she looked positively bored. She didn't even acknowledge him until he spoke..

"Excuse me," Peter said.

The woman looked up at him, and went back to filing her nails. "How can I help you?"

"I'm here to sell these photos. The last time I was here, the other woman said to come back and talk to Mr. Jameson."

"She's on her lunch break."

"Should I wait until she comes back?" Peter asked.

Just then, the door to an office burst open and a small man fell onto his back, but not before bumping into Peter and scattering his photographs. Another man, a big, angrier man with a cigar hanging out of his mouth was hovering over him. "I can't believe you'd suggest something so brain-dead and stupid! Get out of my sight!"

The smaller man got to his feet and scampered away.

The man with the cigar saw Peter standing there and rounded on him, "What are you looking at? What is that you got there?" He demanded, noticing the pictures Peter was picking up.

Peter stood up straight and extended his hand, "I'm Peter Parker, sir. My Aunt told me about the job here, and I've been told to see Mr. Jameson."

"_I'm_ Mr. Jameson!" The man yelled. He turned to the receptionist, "Betty, after Potluck here picks up his pictures, send him in!" And with that, he walked back into his office and slammed the door.

"You're up," She told Peter calmly.

Peter took a deep breath. "Is he always like that?"

"Yup." She said.

Well, there were worse things, Peter decided and entered the office. Jameson sat in a large brown chair behind a cherry wood desk littered with newspapers and clippings and notes. His back was to Peter when he entered. The only way Peter knew someone sat in the chair was the ring of cigar smoke that encircled him overhead.

"Excuse me, Mr. Jameson?" Peter asked.

Jameson spun around in his chair and eyed Peter while puffing consistently on his cigar with each breath. "What do you want?"

"I'm Peter Parker, sir, we just met?"

"Huh?" Jameson barked.

Peter held up the photos and Jameson snatched them away, rifling through them like an expert black jack dealer. He plopped three of Peter's photos down on his desk. "I'll give you fifty bucks for these."

Peter's brows knitted. Fifty bucks? What the hell was this guy talking about? What about the job? "Actually, sir, I'm here about the job."

"What job?"

"The photography job?"

Jameson shook his head, "A kid your age? You're funny. I'll hire you as freelance. You get me more shots of this masked menace, and I'll pay you one hundred... no seventy-five bucks for each one I use."

"Seventy five bucks?" Peter asked, "I could get more off of Ebay."

"Alright!" Jameson yelled. "Three hundred for each one I use and that's my final offer!"

…...

Flash walked along the empty halls of his high school, heading to the gym where he was going to be having a meeting with a few scouts and his basketball coach. He was all set up at Penn State to start in the Fall, but since the scandal had happened, there were other recruiters beating down his door for a second chance. And why shouldn't Flash give them a second look? It wouldn't hurt anything, and maybe he'd get an even better deal. He pushed the doors to the gym open only to find it empty. He frowned and called out, "Hello? Coach Mike?"

"Flash Thompson?"

A voice rang out behind him, and Flash turned, staring into the face of a man in a dark navy designer suit, Donald Trump hair, and a Cheshire cat grin. He stood in the doorway of the gym, leaning leisurely against the door jamb as if he had all of the time in the world.

"Yeah, and you are?"

"You don't know me?" The man said, stepping forward. He brought his hands together in modesty.

Suddenly Flash realized him. This was the guy that owned half of Times Square. He had seen his face in lights more times than he could count. He was head honcho at that Osbourne Tower."Yeah... yeah, I do know you... you're that Osbourne guy."

"Norman Osbourne." He said, extending his hand.

Flash shook it. "What do you want with me?"

"I set up the meeting today. Coach Mike won't be joining us, I wanted to make it more private."

"I'm not into science." Flash said.

"No, I know that, son. But you are into enhancing your abilities, are you not?" He put his arm around Flash's shoulders. "What if I could offer you the chance to be amazing?"

Flash eyed the man oddly, "You mean roids?"

"No, no my dear boy, something much better, something much more permanent than a quick fix. I could make you unstoppable on this court. They call you Flash now, what if I could turn you into a machine? You'd be hitting three pointers from across the room."

Flash pondered this a moment. He had heard about the crazy experiments that went on at OsCorp. He didn't want any parts of that."No thank you, sir. My talent got me to where I am today. It'll get me to where I need to be." He pulled away from Norman, and started walking out toward the door.

"How humble." Norman said, "I like what you said there. Relying on yourself is great, son, it is great. But there's limitations to what the normal human body can do."

"I already told you that I'm not into your freaky science shit." Flash said, his jaw set in a straight line.

"You could be greater than Spider-man." Norman said to him.

Flash turned on his heel. Was this dude for real?

"They'd be cheering your name in the streets. Your picture would be in the paper. You could get the girl."

"I do have a girl."

"Do you? Do you know where she goes at night? Do you know who's bed she sleeps in?"

Flash felt the muscles in his arm flexing. He was starting to not care who this guy was. How dare he talk to him like this? "What are you saying?"

"All I'm saying is that you shouldn't be so quick to turn me away. Hear me out."

"I don't need any help getting girls."

"But you need help keeping them."

"I don't need that help, either." Flash shook his head, cracked his knuckles, and tried to relax his body. He didn't need to hit a billionaire the day before graduation, even an asshole like this douchebag.

"How would you feel if you lost a girlfriend to someone such as Peter Parker?"

"Parker?" Flash asked.

"That's who Gwen's been spending her free time with. That's who she's sharing her bed with instead of you. Nerdy, dorky, Peter Parker who isn't 1/8 of the man you are. And you know who Parker really is? Parker is Spider-man."

Flash nearly choked on his laughter. This man was certifiable. Parker of all people to be Spider-man?

"Follow your girlfriend tonight. See where she goes. Watch who goes swinging from his window. Come see me tomorrow." Norman said. He reached into his pocket and produced a card. "We'll talk then."  
Flash glanced down at the card, prepared to throw it in the trash when a disturbing thought occurred to him, "Hey, how do you know about Gwen?" He asked. He looked up and found that the gym was as empty as it had been before, the only remnant of Norman Osbourne was the business card that Flash held in his hand.


	9. Chapter 9

Ch 9

He looked down at his hand in the dim light, which once had been green and powerful, now was calloused and rough. A few patches of scaled skin remained, but that was all of his dream that lingered. A better world. What had he been thinking? Forcing his plans on the people of New York would have turned out to be nothing but genocide. He was glad he had been stopped. It was for the best. Connors looked up when he heard movement on the other side of his cell.

No. No, not again. He did not want another visitor like the one he had before. He thought vaguely of calling out for a guard, but it was too late. The man was here. Connors was not alone.

Norman Osborn walked out of the shadows, his immaculate suit just a front, Connors knew that this man had taken homeless men and used them as lab rats, promised them better tomorrows, and then drowned their screams in gas chambers. Connors wondered how Osborn always looked so in control, how his perfect suits never became speckled with the blood of those he used.

"Good afternoon, Curt." Osborn said, walking forward, his shined black shoes echoing in the jail cell.

"Get out of here, Norman. I don't want to talk."

"Talking," Osborn said, "Such a trivial thing, isn't it? But Parker sure talked to you a lot."

"I told you before, you leave him alone!"

"Now how can I do a thing like that when he's the one running around _my_ city, using powers he got from one of _my _spiders?"

"I don't know what you're talking about."

"Oh, it's too late for that, Curt. Don't you think I have security cameras? Don't you think I saw the boy enter the lab? See the spider come down? And after our last little chat, well, you confirmed it for me. I've been tracking him for awhile. Watching him swing out of his bedroom window. See who he's been in contact with. He met a girl, actually. She's someone you know, she worked for you."

Curt felt a cold shiver go up his spine. This was bad. Norman already knew who Peter lived with, but that wasn't enough for him. He wanted to completely and utterly destroy his world. It wasn't right, it wasn't fair...

"Leave him alone, Norman. He's just a kid."

"Come on," Chided Osborn, who seemed to be enjoying this immensely. "I know you know who she is!"

Curt's jaw set tight, thinking. He hated playing Osborn's sick little power games. And then he remembered... her face appeared before him. She had been hiding in the closet with the Ganali Device. She knew he would be after it, and the only way she would have known that was if Peter had told her... and the antidote... she must have created the antidote... "Gwen Stacy." He whispered.

"Exactly, Curt, now you're playing along!"

"She has nothing to do with this. I don't know why you think you have a quarrel with that boy, but you leave him alone, he's trying to do good, Norman!"

"He's a product of OsCorp, and a thief, Curt. A nosy little bastard who got in way over his head. Now he has to pay the price for stealing from me."

"Take it out on me! Your vengeance, use me and spare the boy!" Curt shouted. "I stole from you as well. I made the serum. I used it for my own will." Curt felt nothing but pity and regret now. He and Richard had been so close, and then... and then they had the fight over the serum. One equation. He had been one lousy equation away from achieving greatness. Curt was certain that Richard knew the equation, but he had seen himself above Connors and had hidden it away. Had took off in the middle of the night, never to be heard from again... until Richard's son showed up on Connors' doorstep. That seemed a million years ago now.

Osborn laughed, a long and loud chuckle deep from his gut. "You? You're a has been, Connors. You're going to die in this damn prison, so I think that is my justice for you, plus you provided me with great information on Parker. I don't know why you had a heart to heart after you killed the police captain. But I'm certainly glad you did. In fact, that's the reason for my visit today. To bring you the happy news that the man that killed Parker's uncle, let's say that he's vacationing at Casa OsCorp."

Curt began to break out into a cold sweat. He wanted to lash out at this man, wanted to squeeze him until the breath left his body, this man that was so cold and calculated and _evil_. His thoughts drifted back to that night the Captain died. Connors had helped Peter with the body. Peter, in his state of upset and terror, had confided in Connors about everything. And Connors in his weakness in his jail cell, repeated it all to Osborn like a good pet parrot. "What are you going to do?" He whispered.

Osborn smiled. "We should get you a t.v in here. You're going to get to watch quite a show."

…...

Gwen was surprised when she turned up at Flash's parents penthouse that he had made lunch. Two grilled cheese's sat on plates. She felt a stupid smile wash across her face. _He had cooked for her. _She handed him her jacket the two of them sat down to eat.

"You made this?" Gwen asked, pulling apart her sandwich and letting the cheese ooze.

"It's my specialty." Flash said with a smile.

"It's delicious." Gwen said.

Flash laughed, reached over and kissed her full on the mouth, even though she had a mouthful of cheese. She snorted, and she felt some of it come out of her nose. Which made her laugh harder, and then flash chimed in as well.

He waited until she had gotten all of the cheese out of her nose before walking over to her, and picking her up in his arms. Gwen eyed him, but let him continue. He placed her on the couch gently, and then laid on top of her, his lips meeting hers. She had to admit, it was a romantic move.

Gwen could feel his hands traveling below her waist. She pulled away from him, and he went to sucking on her throat. Oh. So this was why he wanted her to come here. This was why he had made her lunch. She needed to stop this before things got out of control. Truth be told, there was only one person that she wanted to be intimate with, and it wasn't Flash. If that meant that she had to end things with him, then she guessed she was in for one lonely summer.

"Flash,"

He grunted.

"Flash, it's getting late. I better go."

He pulled away from her and studied her face. He was attractive, his features seemed to be molded out of clay. His eyebrows knotted together, and he pushed a stray hand of hair behind her ear. "I thought things were going good between us."

"They were," She assured him. "I just... I'm not ready for this."

"We've been together a month and all we've done is kiss."

"I know."

"Do you like me?" He asked. "Because I like you, Gwen. You're different than other girls. You don't throw yourself at me. You take your time."

She smiled at him, but looked down at her hands. "You're a sweet guy, Flash. But I don't like to be pressured into things. If you can't understand that..."

"Is there someone else?" He asked her bluntly.

Gwen had to think about this one for a moment. What was her relationship with Peter these days? Allies? Was she his nurse? Were they pen pals? They had had sex, but that night had been full of emotions and loneliness. She wasn't even sure if that counted. So why not give Flash a chance? What was she so afraid of? That she might actually want him as her boyfriend? Flash was normal, and she had told herself that she needed some normalcy. "No, there's no one else."

He smiled at her, "So, you still want to keep dating me?"

She grinned herself, and gave him a quick kiss, "Yes. But no sex. Not yet."

He laughed, "You're killing me."

…...

Gwen walked to Peter's place, her thoughts more on her encounter with Norman Osborn than anything else. It had just been so weird. She hadn't told Flash, and she thought she knew why. He'd tell her not to go back, or to call the police, or something ridiculous like that. She did plan on telling Peter, and she knew he'd see the encounter with a more level head. Again, she was comparing the two, and she shouldn't be. Flash was her boyfriend, and Peter was just a friend. She walked up the stairs and knocked on Peter's door.

Peter pulled the door opened, and stood smiling at her for a moment. It seemed like forever that he had seen her last, though in had been less than twenty-four hours. He could stand there all day admiring the way the sunlight glinted in her hair, making some of her blonde strands turn a light brown. She peered up at him with a hopeful, almost bashful look and clasped shoved her hands in her pockets. She smiled back in return.

"Is that Gwen?" Came a voice from inside.

"Yea, Aunt May." Peter called over his shoulder. And then he got to thinking. What if Gwen wasn't standing here on his doorstep? What if she had left to come, but had been followed by thugs and never made it here? This was New York and the crime rate was sky high. What was he thinking? Gwen was his friend and he had let her travel alone without a second thought? He was Spider-man for crying out loud, he could have swung to her place, picked her up and had been back in ten minutes. He turned back to Gwen, "Sorry, I should have came and got you or..."

"Peter," Gwen said, and she shifted uncomfortably, "I uhm... I came from Flash's so... so it's okay."

Peter gave a nod. Good. That was good. He was glad she had that normalcy, that was what he tried to tell himself all along. But then he frowned. He let her walk all the way over here by herself? What the hell was he thinking? But, knowing Gwen, she did not tell Flash where she was going.

She cleared her throat, and her eyes went to the side he got shot on. She lowered her voice, "How're you feeling?"

Peter lifted up his shirt to show her the place he had gotten shot. Gwen couldn't believe her eyes. There was nothing there. Just smooth skin. No stitches. No scar. Nothing. It was like it never happened.

"That's what happens when you have the blood of a radioactive spider running through your veins." He said softly.

Gwen reached out and ran her hand along his side. There wasn't even a bump, nothing to say that the skin had been ruptured. "And you're feeling okay? What about the stitches?"

"The stitches fell out. I feel fine, Gwen."

"I hate to interrupt, but we're ready to eat." Aunt May said, standing behind them.

Gwen realized she still had her hand on Peter and snatched it back. He let his shirt fall.

"Sorry," She said, walking forward and extending her hand, "I'm Gwen."

"Don't be sorry," Aunt May said, pulling her into a hug. "Glad you're here." She turned to Peter. "Take her things and put them in the back bedroom. Gwen, come with me, I will give you a sampling of my homemade peach cobbler."

Gwen laughed, "That sounds delicious."

"It is." Aunt May said, "I make it every week, yet Peter stays so skinny. Join me in the kitchen when you're ready, dear." She said, and walked off.

"Your aunt is so cute." Gwen said.

Peter laughed, "Yeah, she's something. The cobbler is really good, too."

"Oh, let me give you this..." Gwen said, and handed him her jacket and handbag. Their hands lingered on each other's a little longer than they should have. Peter's gaze drifted down to her lips, and Gwen looked up at him. The chemistry that they always had sizzled through the air. It was quiet, so impossibly quiet that all he could hear was the sound of her breathing. She stepped a foot closer to him, and he wrapped an arm around her waist, pulling her even tighter. There was no more distance between their bodies. They were pressed tightly against each other. All they had to do was give into their desires. Peter bent down and she tilted her face up...

And then her cell phone began to ring.

She cursed loudly, backed away from him and reached into her pocket for her phone. "Flash," She said, "Hi, yeah, I got here okay." She gave Peter a sympathetic look, and stepped out onto the front porch.

Peter instantly felt a wave of regret. He shouldn't have asked her here when he knew for a fact that he could not control himself around her. There was too much temptation and with their history, and what happened the other night... he sighed and jogged up the stairs to place her belongings in the spare room. When he came back to the foyer, he found it empty, and heard Gwen and Aunt May's voices from the kitchen, laughing. He smiled in spite of himself and walked into the kitchen. Gwen and Aunt May had mouths full of peach cobbler and apparently Aunt May had told Gwen something funny.

"Everything okay?" Peter asked.

Gwen and Aunt May turned to him and both started cracking up.

"I'm telling you, Gwen, the toilet paper trailed out of his pants, down the stairs, and all the way until about the point he's standing now."

Peter laughed in spite of himself. He remembered that. He had been about ten, and he was having his friend from down the street sleep over. He had just came out of the bathroom and was heading to the kitchen for s'mores when Aunt May had noticed that a trail of toilet paper came out of his pants that wrapped all the way around the house. He had been scarred for years to follow after that.

"Great, thanks for telling her that one, Aunt May." Peter said.

"Oh, don't be so sensitive." Aunt May chuckled. She handed him a casserole dish. " Bring that to the table, and we'll eat."

The rest of the evening passed fairly quickly. The dinner was delicious, Aunt May and Gwen bonded over more embarrassing stories of Peter's youth, and he ate in companionable silence for the most part. It was so good to hear his aunt laughing again, and to think that Gwen brought it out of her made it that much more special. Gwen was a special part of his life. He wasn't sure exactly where she'd end up permanently, but more than once their eyes met across the table and she gave him a reassuring smile. After dinner, Aunt May retired to the living room and was dozing softly on the couch. Gwen was in the kitchen, cleaning up when Peter walked in.

"Oh, you don't have to." He said, walking over to the sink where she was elbow deep in soap suds.

"I don't mind." Gwen said.

"Alright, well, you wash and I'll dry." Peter said, picking up a dish towel. They were silent a moment, and he wondered if her thoughts were going where his were. That even something as simple as washing dishes, they clicked at. It was as if he could see into the future, where they'd be cleaning up a dinner party at the house they shared, after tucking their kids into bed. It was a nice daydream. The reality was that any offspring of his would be more than likely genetically marked with spider DNA, and how would Gwen handle a pregnancy like that? Would it kill her? Would her body become adaptable? He wouldn't do something that foolish again like what had happened the other night. He could kick himself over how stupid he had been. He watched her for a moment, trying to imagine himself living in a world in which he was responsible for her death. He couldn't even fathom it.

"So, how's Flash?" He asked casually after awhile.

"Good," She said, raising an eyebrow. "Why the sudden interest?"

Peter shrugged, "Just curious."

"Is this about what happened before?"

"No. Maybe. Kinda." He said sheepishly.

"Well, I'm not apologizing for that and neither should you. I don't know why those things keep happening between us, Peter."

"So, you and Flash aren't serious, then?"

"Not as serious as he'd like to be."

"Do you like him?"

Gwen avoided his eyes, and said softly, "Yes. He can be a nice guy."

Peter nodded. This was good. He wished to hell he'd stop telling himself that. Maybe there would come a day when he didn't think about this girl. Not bloody likely, but maybe. For now he would try and focus on not being too jealous.

She shook her head, "I'm sorry, it's just been a weird day. I ran into Norman Osborn in the lab."

Peter chuckled, "No way, really? I thought the guy was a recluse."

"More like bat shit crazy." She said.

"Why, what did he say to you?"

"Well, he kind of made a pass at me."

Peter laughed, "Gross!"

Gwen liked this. She was glad that Peter had reacted this way. It made her feel less creeped out about returning to OsCorp. She knew if she had told Flash, he'd want to go in there guns blazing. She wiped her hands on a dish towel and ran her hand up Peter's arm. "This is what he was doing to me. He said he was there for me, too. I met him one other time for approximately four seconds."

"Well, if you need me, I'm here." He said.

Gwen smiled, "Thanks." It was that simple sentence from him that eased her mind. She knew that Peter had her back, but he wouldn't push her. He'd wait for her to ask for his help. Flash would have been cracking his knuckles. "Well, it appears as if we're done here."

Peter looked around the spotless kitchen. Aunt May would be very proud.

"I better get going." Gwen said, "I want to get back to the lab before graduation tomorrow."

"Okay, follow me and I'll grab your stuff."

Gwen followed Peter up the small stair case and into the room where here handbag and jacket lay sprawled on the guest bed. The walls were bare and boxes were in corners.

"This room is used pretty much for storage, since it's just my aunt and me. Well, in a few days, it'll just be my aunt." Peter said. "The beauty about off campus housing is that you can pretty much move in whenever you want."

"Do you think it'll be hard?" Gwen asked him, "You know, leaving?"

"I don't like leaving her alone, no." Peter said, and looked down at his wrists where he shot his webbing from. "But it'll be safer for her if I'm not here. The bigger distance I keep from those I love the better."

Gwen nodded, trailing his gaze. She reached out and put a hand on his wrist. Her touch startled him at first, and then he looked down at her. "I do hate this life you lead."She said softly, "But... if someone had to be bitten, I'm glad it was you. You're a good man, Peter. You're frustratingly good."

He knew what she meant, and in a way he was complimented. In another way, he was depressed. "I'm just your friendly neighborhood Spider-man." He said.

She laughed, "That should be your catch phrase." She said as she picked up her jacket and and slung her handbag over her arm. She walked to the doorway, and found him still standing in the middle of the room. He was eerily still. His eyes kept darting out the window. He was sure he saw a shadow running down the street. The darkness of the night dawned on him. He would not let her leave alone.

"Everything okay?" She asked.

"What time is it?"

"A little after nine."

"I don't want you walking alone."

She rolled her eyes. "Peter, half of New York is still awake.

"That's what worries me." He said. He pulled off his shirt, revealing his suit underneath. He turned to her with a smile, "When's the last time you went flying?"

…...

Flash watched as Spiderman wrapped his arms around Gwen and the two of them went swining into the night. He sat in his car across the street from Parker's place. He had followed Gwen here. He wasn't exactly sure why he had listened to Osborn, but now he was glad that he did. He had had been right on all accounts. Parker, inconceivably, _was_ Spider-man. He let that marinate in his brain for a few minutes. He had seen him answer the door for Gwen. He had watched their almost kiss. The awkward short conversation she had had with he, Flash, her _boyfriend._ He had gazed at them through dinner. And now he watched as he swung her from a bedroom window.

An anger deep inside of him started brewing in his chest. How dare she treat him like a chump. He had never been treated this way in his entire life, and sure as hell wasn't about to lose to Peter freakin Parker, even if he was Spider-man. Flash pulled out Osborn's card and stared at it, memorizing the number. How could Gwen do this to him? What gave her the right? He had been good to her, more than good, and this was how she repaid him.

There was a tap on his driver's side window that broke him from his inner monologue. A man in a suit with a balding head, and kind face stared at him. Flash rolled his eyes. Who the hell was this? Was it a crime to be angry now? He rolled down his window.

"Eugene Thompson, my name is Agent Phil Coulson from S.H.I.E.L.D."

"From where?"

"Supreme Headquarters International Espionage Law-enforcement Divison. I'm from the government."

"The government?" Flash questioned.

Agent Coulson sighed, "Listen, son, I know you're hurting right now. I'm here to tell you to just walk away. Go graduate tomorrow. Do not give Norman Osborn a call."

"How did you know... are you following me?"

"We know a lot of things about you, Eugene. You have a bright future. Do not throw it away on Norman Osborn."

"Is Osborn some type of criminal?"

"He's full of empty promises. He doesn't care about you, Eugene, no matter what he says."

"You don't know anything about me." Flash said, "I don't even know where you came from, and you can quite frankly piss off. You can't tell me what to do." Flash said, and rolled his window up.

"Just walk away, please." Coulson said through the closed window.

"Screw you," Flash commented, put his car into gear, and took off down the street.

Phil Coulson sighed. This was going to get messy. He put a hand to his ear. "Thompson didn't buy my speech. He's going to call Osborn. I know it."

"It was a long shot, Agent Coulson. Come on back to headquarters. We'll regroup."

Coulson made sure the street was empty before returning to his car.

…...

Yes, I know you're all going to tell me that Phil died. But guess what? This is my story and HE LIVES! :) Review!


	10. Chapter 10

Thanks so much for the reviews and follows and faves everyone! Please review, I'd love to hear your thoughts!

Ch 10

Gwen could see why Peter loved to swing through the city. It was a green way to travel, it was quick, and the feeling of flying was like no other. She hung onto him as they sprang from building to building, the wind whipping her hair over her shoulders like a supermodel. His arm strong like a vice around her waist kept her secure, and her arms around his neck brought her close enough to smell the cologne he wore. His scent was intoxicating. He smelled like the beach after the rain. Damn, she was pathetic.

He landed on her fire escape as silent as a cat, brought his leg up to his chest and perched on the slim railing so perfectly, that Gwen had to marvel at him in awe.

"Peter, " she said as he set her on her feet. It was weird feeling solid ground after she had been air borne for twenty minutes. "You're amazing."

"Thanks," He said sheepishly.

"I had fun tonight."

"Me too."

She clasped her hands together, opened her mouth to say something and shut it.

"Are you going to be okay, Gwen?"

"Come inside." She said. Her eyes were hopeful, but she knew that he wouldn't. He was much too responsible to even risk anything like what happened the other night happen again. She needed him, longed for him, wanted him in her bed.

And sudden realization dawned on her. She could have another man in her bed this night, someone she never thought of when Peter was around or on her mind. Flash. But she did not want Flash in her bed, and she got a sinking feeling in her stomach that she never would. She tucked a stray locke of hair behind her ear, going over all of this in her mind. She had to be fair and tell Flash. If she didn't want him, he needed to go be with someone else, and he could get another girl in a matter of moments.

"Gwen," He sighed, he looked down at the fire escape's wrought iron floor. The eyes on his mask almost shined florescent in the moonlight. His shoulders slumped. "I want to. But you know I can't." He knew exactly what would happen if he went into her apartment. They'd give into temptation, and he could not control himself around her. They'd have another steamy night of passion and he would feel guilty in the morning. Having sex with Gwen was not keeping her safe. Either was hanging out on her fire escape. Or swinging her through the city. Everything he did with her seemed to make her an easy target for anyone who could be watching him.

Gwen walked to him then, lifted his head and kissed him through his mask, approximately where she thought his lips were. He need not torture himself. "Good night," She said to him. She walked to her window, yanked it up and climbed inside without a look back.

He sat there, stunned for a moment, still sitting on the railing. He could feel the heat of her mouth, the dampness of his mask where her lips had been. He couldn't think about this anymore. If he did, he would kick in that window. He knew he would. He raised his arm and swung away from her apartment.

…...

Peter sat perched on the roof of St. Joseph's church, watching the passersby below him. New York seemed to be in a good mood tonight, probably the warmth in the air, the promise of longer days and lemonades on the horizon. He had heard her come up behind him, but did not bother acknowledging her, he had enough women troubles as it was.

"Beautiful night for a stroll," Felicia said as she sat beside him. When she got no response, she pouted, "Aww, that's a lovesick face if I ever saw one."

"You can't see my face." He said, and ran a hand over his mask just to make sure he had remembered to put it on. When he thought about Gwen, he was lucky if he remembered what day it was.

"Don't need to. So, what's her name?"

"Do you really think I'd tell you that?"

"What's she like?"

He cocked his head to the side, studying her. Did she think he was stupid?

"You don't have to be pining for a young lady you can't have." She said. "I know more than you think. You can't be with her because you want to keep her safe, right?"

He gave a small nod. That part was pretty obvious. Agreeing to that put him in no more hot water than he already was in.

"Well," She said, "What if you had someone who could take care of herself?"

He knitted his brows under his mask, "Should I get her karate lessons?"

"No," She purred, inching herself closer to him, reaching out her hand and tilting his face toward her, "you leave this silly girl for a sexy woman who knows how to touch you. How to bring you pleasure you've never had before, how to turn you on with the flick of her tail..." She whispered, and lowered her mouth to his through his mask.

…...

"Congratulations, Class of 2012! We did it!" The valedictorian gave one final speech and the graduating class of Midtown Science threw their caps in the air. Gwen sat on the stage, as she had been class president. She looked for Peter in the crowd. He had been late of course, but he winked at her when he received his diploma. She heard Aunt May whistling from the audience. One thing that bothered her terrible was that Flash had not been at the ceremony. His diploma went back into a box that would be given to the students in a few days. Where was he? He hadn't said anything about not coming today, he had actually seemed excited about it yesterday.

Peter found Aunt May and walked over to her. She hugged him tightly. "I'm so proud of you!" She said, and kissed him on the cheek.

"Thanks, Aunt May. Just wish Uncle Ben was here."

"He's here in spirit." She said quietly.

Gwen walked over to them. She wrapped her arms around his neck, and he pulled her close. How different she felt in his arms. He had never held Felicia, in fact, he had pushed her away and swung off after she kissed him. Felicia made him nervous. She was too tempting, and she knew that. She knew that she was the obvious choice for him, but she was not who he wanted. Who he wanted was right here in his arms. She may not have all of the physical attributes that Felicia had, but Gwen brought out the best in him, and he was so in love with her from the top of his head to the tip of his toes and that energy spread from him and deep into the ground.

Aunt May seemed out of place as the two held onto each other. She looked around. "Oh, there's Agnes! Excuse me..." She said, "Oh congratulations, dear." She said to Gwen and walked off.

Gwen smiled at her in return and said to Peter, "Have you seen Flash?"

Peter shook his head, "No. He didn't come?"

"No. I was going to call... oh!" Her eyes darted through the crowd and she let out a small squeal of surprise when she saw him. He stood by the bleachers on the other side of the field, staring intently at them. He was wearing the same sweats from the day before. He looked sickly, his skin a swarmy gray in color. Beads of sweat were on his brow. Peter felt a bad feeling shiver up his spine.

"What's he doing?" Gwen asked.

She started to walk to him and Peter instinctively grabbed her arm. She turned, looked at his hand on hers and eyed him oddly.

Something was wrong here. It was almost... almost as if that wasn't Flash at all, nothing more than a hollow shell of the boy they knew.

"Peter, what are you doing?"

"I don't know." He said. "I just... be careful."

"Oh, I can handle him." Gwen said dismissively.

Peter shook his head, "I'm serious."

"Okay," Gwen said softly, "I'll be careful."

Peter reluctantly let her arm go and he watched as she walked over to him. He felt his fingers itching, ready to pull off his graduation robe and dress shirt and hurtle over there at the first sign of danger. He would not let Gwen get hurt. He may have failed her father, but he would not fail her.

"Mr. Parker," A man in a dark suit, kind face and receding hairline filled his view. "My name is Agent Coulson, and I'm here on behalf of S.H.I.E.L.D."

…...

Gwen hurried across the football field, Flash's eyes never leaving her face. As she got closer to him, she could see how sick he looked. His skin was indeed a clammy gray, his lips and deep purple, and he shivered in the May warmth. She stopped before him, and instinctively reached out to put a hand to his forehead.

His arm reached out quickly and knocked her hand aside. "Don't." He said hoarsely.

"Flash, I... are you sick? Are you okay? Why did you miss graduation?" She asked.

"Do me a favor," He said, "If there is any kindness in your body. Do me a favor and stay away."

She shook her head, "What are you talking about?"

He turned on his heel then, and jogged off toward the street, leaving Gwen with more questions than answers. She glanced back at Peter and saw that he was engaged in conversation with someone. She didn't have time to waste. She needed to find out what was going with Flash. He seemed sick, maybe he had ammonia or something. He had been sweating out here in the heat. She kicked off her heels, stowed them under the bleachers, and sprinted in the direction Flash had gone.

…...

"_Where_ are you from?" Peter asked.

"We're a government agency used in special cases such as yours. Such as this."

Peter raised his eyebrows. "I'm sorry?"

"Fond of spandex, are you, Mr. Parker?" Coulson asked with the trace of a smile on his face.

Peter's eyes dilated and he looked around to make sure no one was in earshot. "How... how do you..."

"We know everything about you. The accident in the lab. Your abilities, everything."

Peter felt like he was suffocating. He back away from Coulson, and took a defensive stance. "What do you want?"

"We want to offer you a job."

"A job?" Peter asked incredulously. "Where, in the circus?"

"Do you think you're the only one who can do extraordinary things? We have a whole team..."

"I work alone. It's better that way."

Coulson gave a short nod, "Very well. That's commendable, however, certain events must be taken into consideration..."

"What events?"

"While we speak, Norman Osborn is preparing to inject Eugene Thompson with a symbiote that will make your life a hell of a lot more interesting. He knows about you. Eugene knows about you, and pretty soon he will be your equal and he will come calling."

"Why are you telling me this?" Peter demanded. "Why are you telling me that in a few hours, Flash is going to try and kill me? That Osborn wants me dead?"

"Because we're here to help you, Peter. And you need our help."

Peter rubbed his hands through his hair. This was too much. He needed time to think. He had just gotten through his ordeal with the Lizard, and now this man comes up, spewing this crap. His eyes roamed the crowd and found Aunt May. He then turned to where Gwen and Flash had been talking. The spot was now deserted. He felt his heartbeat quicken and his palms get moist. "Where's Gwen?" He asked.

…...

Gwen didn't know how Peter did this, hiding in shadows. It was increasingly troublesome, and she had to remember to tell her legs to slow down as she followed Flash. She was fairly certain where he was headed. OsCorp loomed just ahead, its bright lettering on the building glowing like a grotesque beacon. Under other circumstances, seeing the building towering before her brought her a thrill. But not today, not when her friend was in trouble. Flash certainly wasn't a science buff, she could easily tell that from their tutoring. So why visit OsCorp the day of graduation? It didn't make sense, and with the way he had acted, it left Gwen with a bad feeling in the pit of her stomach . Flash had his head down and his hood up, and he walked with long deliberate steps. She ducked behind a wall as he paused for a second, lifting his head as if he had heard her.

Her cell phone in her coat pocket rang noisily. Gwen cursed, and dug it out, and held it to her ear before checking the caller ID. "Hello?" She whispered just as she peeked her eye out and watched Flash walk into OsCorp. He jogged up the steps, and vanished behind the rotating doors.

"Gwen, where are you?"

It was Peter. He sounded worried, and she thought he would. She had left the graduation without so much as a look back. Not the brightest of moves, maybe. But she was sure if she told Peter where she was going, he'd talk her out of it, and Gwen was sure Flash wouldn't turn to Peter with his problems.

"I'm at OsCorp. I followed Flash here. He seemed weird. I don't know what he's doing, but I'm going to find out."

"No."

She was momentarily stunned. His voice was raw and emotional, and he shouted the word at her. She was so surprised that she removed the phone from her ear and double checked the caller ID to make sure it was Peter on the other end. She had heard him use this tone with her only once before, when she was in OsCorp cooking the antidote.

"Gwen, listen to me, okay? Flash is becoming Osborn's lab rat. He knows about me, he knows everything. He's dangerous, and you get back here right now!"

Gwen bit her bottom lip, Peter's words falling deep into her mind. Flash was in trouble. He was so messed up that he was turning to Osborn of all people for comfort. Osborn, who invited people in and used them to his advantage. Osborn, the wealthiest man in the city. Osborn, who had his hands crawling all over her, who seemed to know her life story. Osborn. This is who Flash decided to trust. If what Peter told her was true, then maybe she could save Flash before it was too late. Maybe she could talk to him before Osborn injected Flash with whatever it was that would change him. Maybe... "Are you sure?" She asked.

"Positive."

Gwen felt her eyes well with tears. This could be all of her fault. She should have paid more attention to Flash, she should have... _Stop it, Gwen_. She looked back at OsCorp. There was still time. She wouldn't give in. She had to at least try. "Peter, I have to talk him. I have to help him."

"No!" He shouted. "Gwen, you don't. You don't have to do that."

She sank down to the ground, and brought her knees up to her chest. She held the phone to her ear tightly. She knew this could be dangerous. Osborn had already made it clear that he knew more about her than she'd like him to. If she went in there after Flash, and interrupted Osborn's plans, she could die. There were stories all over OsCorp about the people Norman made disappear. It was an unspoken truth. That rocked her to her core. She couldn't see Flash as someone really deadly, but she didn't know what Osborn would inject into his body. Maybe she wouldn't be too late. Maybe she could talk to Flash and get him to go to Penn State and be a Pro. Maybe she'd go in there and he'd rip her to pieces. Either way, if she died today trying to help a friend, well there wasn't more you could ask out of that. She heard the wind whooshing in the background and knew Peter was on his way to her. She thought of him then. The way he held her. The way he kissed her. The sound of his voice. It gave her the courage to get back to her feet. He would do this for her without the blink of an eye. At least she could have the courage to try. "Peter," She whispered.

"Yea?" He answered. "Gwen, get back to your apartment."

She closed her eyes against the tears. She knew now that if she did go to her apartment, he'd meet her there and take her in his arms and he wouldn't object to coming inside. He'd do whatever it took to keep her safe this night. How she wished she could turn around back into the security of Peter's arms. But Flash was inside, and he could be dying. "I can't." She said. "Because this could all be my fault."

"Don't say that." Peter said, "You know it isn't!"

"I love you." She said, and ended the call before he could say another word. If that was the last thing she would say to him, then he should know how she felt. How she always had felt about him. She bowed her head against the rain, and hurried into the OsCorp building.


	11. Chapter 11

Ch 11

Peter thought for sure that he was having a heart attack. Three words, just three words she left him with before ending the call.

_I love you._

Her voice hung on the air with such a finality. And then it dawned on him. She was saying her goodbye. If she didn't make it out of this, she wanted him to know that she loved him... tears pricked at the back of his eyes. Though he had treated her badly, abused her feelings, she still loved him. He guessed theirs was a love that outshone the darkness. And he would use that light to find her and he would not take her goodbye, not now, not ever. She was stuck with him, he was stuck with her for better or worse, but _dammit, Gwen, why don't you listen to me? _She had a bad habit of taking matters into her own hands, something they'd have to discuss tomorrow. And there would be a tomorrow for her. Even if she ended up hating him after this, she would live. He had bolted from the graduation, and ducked into an alley leaving his graduation robe and dress clothes. He was now swinging through the city in the direction of OsCorp, praying he was not too late, that Gwen would still be alive when he busted in those doors. That there was a Flash to save. He knew that Coulson was following him below in a black sedan. Peter had to admit, it felt kinda nice having someone on the outside beside he and Gwen that he could trust. Coulson had showed him schematics of OsCorp, and he hoped that Gwen wouldn't use the front door...

"Peter, this is is Coulson."

The sudden voice nearly made him miss his target as he swung. "Hello?" He asked. "How am I hearing you?"

"We've re-routed the signal going to your cell phone. It's like a walkie-talkie."

Peter's eyebrows shot up under his mask. He was impressed.

"We've lost visual on you. Heading to OsCorp, meet you there."

"Okay," Peter said. He wanted to reply _over and out_, but thought he'd sound too much like a nerd.

OsCorp loomed just ahead.

…...

The symbiote danced in the specimen jar, eager to latch itself onto a human body. Flash watched it with apprehension. It looked like living black ink. Maybe this was a bad idea. So what if he lost Gwen to Parker. He wouldn't see Parker again anyway. Flash was off to Pennsylvania, and both Parker and Gwen were staying in New York. He sat next to another man with long dark hair. Flash spotted a star tattooed on his wrist. He was chained to his chair while Flash was not. This man seemed to be drugged, as his head rested on his chest, and every now and then, his limbs would spasm. Flash had seen Norman for about two seconds when he greeted him and welcomed him into this room. Flash had passed two large thugs at the doors when he arrived. They nodded to him and ushered him down the hall.

Norman reappeared then, snapping on a pair of rubber gloves. He nodded to Flash and smiled. He walked to the jar that held the symbiote, and looked at it more closely. The symbiote went wild, attacking the glass in a frenzy to latch onto Norman.

"Amazing, isn't it?" Norman asked.

"What is that?" Flash asked.

"This, Mr. Thompson, is what I told you about. This marvelous little being will make you stronger, faster, more agile than Spider-man could ever be." He smiled, "I promised you no steroids."

Flash swallowed a large lump in his throat. "What does it do?"

"It latches into your nervous system and allows you to use its power."

"What if I want it gone?"

"You won't."

"But what if I do?" Flash asked.

Norman put the jar down, and got right into Flash's face. "Peter Parker stole your girlfriend right from under your nose, Mr. Thompson. He made a fool out of you."

Flash shook his head, "I know that, but..."

"But what?"

"I have a future, and I don't want to mess that up." Flash said, backpeddaling. "Gwen is just a girl, Mr. Osborn. I'll be able to get another one of those."

Norman nodded, placing his hands in front of himself and folding them neatly. He looked down at Flash like a teacher might to a disruptive pre-schooler. "I understand your hesitation, Mr. Thompson. How about I give you a quick demonstration?"

Flash had to admit that he was terrified, although intrigued. "Okay," He said wearily.

Norman gave a nod, walked over to the wall and flipped a switch. Two thick metal shackles came out of Flash's chair and clamped down on his wrists. That was it. He couldn't move. "Hey!" He cried out angrily.

"You try my patience, Mr. Thompson. I tried to be the good father like figure to you, and you continually spit at me. Well no more. I will show you what I see for your future, and you will see power, real power right before your eyes."

Flash struggled in his bonds as Norman took the glass containing the symbiote and walked over to the unconscious man. "Watch," Norman ordered as he opened the glass jar and the symbiote leapt onto the man, leaping into his face and crawling up his nose.

"Hey!" Flash cried, "Hey, man! Get up!"

Nothing happened for a few moments. Flash's loud, labored breathing was the only sound in the room. And then it happened. The man's eyes opened, revealing inky dark pupils. And then he began to scream.

…...

Gwen inserted her security card at the door. It glowed a bright green, and she entered the premises quietly. Two large men stood a few feet from the door. They had their arms crossed, and eyed her menacingly.

"Hi," Gwen said. "I'm... I'm here to just grab a few things."

"OsCorp is closed for the evening. You'll have to come back in the morning."

"I'd only take a minute." Gwen said.

"Ma'am, you will have to come back in the morning." The guard said, louder this time.

"Can't do that." Gwen said, and took off toward their stairs. She heard gunshots behind her, and footsteps. And then she felt a burning pain in her back that knocked her to the ground. She put a hand to her back, and it came away slick with blood. The pain hit her like a ton of bricks. But she couldn't stop. She tried to push herself up to her feet, but found that between the pain and her legs feeling like dead weights, she couldn't manage that. So, she drug herself forward. She knew she was going slow. She knew it was only a matter of seconds before the guards were on here and ended her short life. She saw the shadows creeping up on her and knew that this was it. Her mind flashed back to her family; her mother and little brothers, and also Peter. She wished she could see his face one more time, but they would be a luxury she would not be granted. She would not back down. She would not stop until they ended her. She crawled on, dragging her legs, every inch agony. She saw a pair of shiny black shoes in front of her. She didn't know if they were shoes or if her vision was going. Her head began to spin. Her arm slipped in something red. She gasped as the two men loomed over her, with peculiar guns in their hands. Those guns looked familiar. She knew them. As she slipped into unconsciousness, she remembered. They were the guns that shot those cartridges.

….

Peter's eyes focused on her before his body had a chance to react. She lie in the alley just beside OsCorp, her long blonde hair flowing over her shoulders and into a puddle. A small pool of blood that trickled out from beneath her turned the asphalt on the ground a purplish color in the dull light from the lamp post overhead. Her eyes were lightly closed, and she was quiet, so eerily quiet.

Peter's heart leapt into his throat, his worst nightmare happening before his very eyes. Forget that nightmare of her dying in his arms. Gwen dying alone in an alley because had not arrived in time to save her was much, much worse. His breathing was loud and heavy, and tears pricked the back of his eyes. Oh God, Gwen, please, just don't die on me. And the three words repeated in his brain and rolled off of his tongue before he cared to stop them. They were the three words she had left him with earlier that day.

"I love you." His voice came out faint but full of meaning. How it was true. How it always had been true, he just chose to go about it the wrong way. Being with her would get her heart, he had made himself believe that. But now, being without her got her heart, and he would punish himself until the end of time. He could have made her happy. He could have been there for her. He could have been the one holding her after her father died. But he had chose the path he thought he was meant to follow, and it still ended in despair.

He swung haphazardly to the ground, ignoring the blaring horns from cars as he ran across the street. He was half certain he jumped over the hood of a Chevy to get to her, but he wasn't sure. All he saw was her limp form in the alley, and he wouldn't rest until she was in his arms.

Everything flashed before his eyes as he gathered her. Every dumb argument they had, every time he pushed her away. It all seemed so pointless now. "Gwen," He whispered, yanking off one of his gloves and putting shaking fingers to her neck. There was a pulse. It was faint, but it was there. He breathed a sigh of relief and then gritted his teeth as he felt a wetness on his his hand. His palm came away slick with her blood. She was bleeding from her back. He sat her up slightly, and her head lulled to the side. He saw two jagged marks burnt through her coat. He removed that as gently as he could, and saw it. The same marks he had on his arm. She had been shot with one of those guns. His worst fears were coming to light in front of him. He knew the poison in those cartridges acted swiftly...

"Oh God," He roared softly turning his head skyward, "No. Please. You can't take her. You can't take her. Because I need her." He got to his feet then, gathering her in his arms. Vowing to love her the way that she deserved. "Do you hear me, Gwen?" He asked. "You can't leave. You can't. Because I love you, I love everything about you, and I promise..." His voice trailed off, and he swallowed the lump in his throat, "I promise to never leave you again, as long as you promise not to leave me right now."

She lay still as ever as he spoke this to her, and it unnerved him to his core. Why did it always work in the movies? The hero confesses his undying love to the girl, and she wakes from a coma. The prince lays a kiss against ruby red lips and she wakes from the evil spell. What did he have to do to cure her of a gunshot wound?

Coulson's black sedan screeched to a halt, and he jumped out, jabbering into his headset. Coulson had the resources to save Gwen's life. He was a government agent, and he needed Peter's help. Well, Peter needed his as well. Peter's heart was pounding. He cradled Gwen tightly in his arms. He hated seeing her like this. The blood from the wound on her back soaked into his suit. Her head slumped to the side as he walked with her toward Phil Coulson. He was running out of time. He had no idea when she had been shot, but it couldn't have been that long ago. It didn't take him long to get to OsCorp from the highschool. Peter's eyes locked on Coulson's.

"Please," Peter begged, "Please, you have to save her."

Phil eyed Peter, and glanced down at Gwen. He put a finger to her neck, and then got back on his headset. "This is Coulson. Gwen Stacey is down, I need a medic ASAP at OsCorp."

"Save her." Peter whispered not even bothering to ask how Phil knew Gwen's name, "Save her, and I will join any team you want."

Phil took Gwen from him. The older man cradled her awkwardly, and turned to the sedan. "Get the door. What happened?"

"She's been shot in the back with some type of OsCorp gun... it shoots some kind of cartridge," Peter whispered, knowing for almost certain that she'd be paralyzed now. Those cartridges had to have hit her spine. His hands curled into fists at his side. Wait till he got his hands around Osborn's neck. If he denied Gwen the chance to walk or dance at her wedding...

Phil gently placed her on her side in the back seat. He got back on his headset. "She's been hit with the Zeus prototype."

Overhead, the windows on a higher floor of the OsCorp building shattered. Peter watched as shards of glass impaled the ground. A horrible, guttural scream followed. Peter looked up there. He had to go, but he had to make sure Gwen was going to be safe first. "That's my cue."

"I'll take care of her." Phil said, locking eyes with Peter, "You have my word."

Peter saw a gentle understanding in Phil Coulson's eyes. The kind of reasoning that made Peter understand what this girl meant to him. Peter gave Gwen a quick glance, taking her image with him as he shot his hand up and started his decent on the OsCorp building.


	12. Chapter 12

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Ch 12:

Peter landed as quietly as a cat on the window pane of the building. This was the window that had been destroyed. Broken glass crunched under Peter's boots as he surveyed the room. It was one of the labs, but two large chairs sat in the middle of the area. They were both silent and abandoned, and Peter wondered for how long they'd been empty. Both of the chairs had metal clamps on the arms. One set of clamps look like they had been destroyed. Like something big and powerful had been restrained and then escaped. Something like what Flash had become? A feeling of dread grew in his stomach, worrying if he was too late. He couldn't dwell on that, though. He had to make sure, and he had gotten here quickly. But they had been quicker on some things. How long did it take them to shoot Gwen in the back and through her into the alley like she was nothing, and then leave? Did they dump her and then make a quick getaway? Or did they casually walk over her unconscious body as they swaggered out of there? A noise to Peter's left made him think otherwise. They hadn't left at all. They were still here, and they knew he would come. They were waiting for him. This was a trap, and he had fallen for it.

Peter just had time to dodge the man who was writhing in agony as he fought uselessly against something that appeared to be tar stuck to his skin. Just enough of his arms were visible to make it out. The dark blue star tattoo on his wrist. Peter's heart did a double thump. This was no coincidence. He was meant to see this. Peter's hands balled into fists as the man fell to the floor, completely consumed now. These sons of bitches had no shame. First Uncle Ben, then Gwen, and now this. That was it. He was done.

"STAND UP!" Peter shouted. "STAND UP, YOU MOTHER..." He didn't care that this man was covered in this goo. He didn't care that he seemed to be in agony. This piece of shit was going to stand up like a man and face him. Peter reached down, his hands inches from the man's body. If he had to force this piece of filth on his feet, he would. He paused when he heard moaning coming from the closet against the wall.

Peter scowled at the tar-covered man, but went to investigate. He pulled open the closet doors, and found Flash on the floor in a heap. He was shaking and sweaty, and his eyes rolled wildly in his head. Peter breathed a sigh of relief. He seemed unharmed at least. "Flash," Peter said.

Flash's eyes focused on Peter for a second, and then he squeezed them tight. "Gwen," He whispered, his teeth chattering so furiously his whole body shook. "Where's Gwen?"

"She's safe." Peter said, "She's been shot."

"I didn't know, Parker. This is the last thing I wanted..."

Peter jerked at the sound of Flash using his name. It was weird, him knowing. But there was no use in denying it.

"Guards came in. Told Osborn that a blonde girl that worked here was downstairs. They shot her because she wouldn't leave. I knew it was Gwen. They chained me to this chair... I wish it was me. I wish it was me and not her."

Peter hung his head. He took a deep breath. "I'm going to get you out of here, Flash."

Flash's eyes darted frantically. "That guy... where's that other guy?"

"He's by the window. Covered in some sort of..."

"No! That stuff... it's some kind of alien. It takes over your body! Parker, you've gotta get out of here, man. That guy... that guy is going to kill you."

Peter's head turned toward the window, only now to find the area vacant. He turned back to Flash. Maybe he had time to get him out of here. He'd deal with this alien-guy on his own. "Come on, get to your feet. Can you stand?"

Flash tentatively got to his feet. He seemed a little wobbly, but okay.

"Come on," Peter said, walking over to the window, "Hurry. I'll drop you down and out of here."

"Osborn is crazy." Flash insisted, "You don't know what he's done to that guy. He's was waiting for you, you have to go!"

Peter shook his head, "You first." Just as he said those words, the hairs on the back of his neck stood up. Something was here. Something was behind him... just as he turned, he saw a flash of black and was knocked against the wall. He stared into an oval face of pure black, two large white pupil-less eyes. What trace of humanity had left this man, and a hand of inky black talons crushed Peter's neck. A mouth full of yellow teeth opened just below the eyes, and a long tongue flashed over them as it spoke, "The spider." It rasped.

Peter fought against the creature, finally raising his arm to clock it against the side of its head. It did nothing to loosen the grip on his neck.

Norman Osborn walked in nonchalantly, and smiled at the progress this creature had made. Two goons were behind him, their arms wrapped tightly against Flash's. He struggled uselessly.

"Pay back for all of the headaches you have caused me, Peter Parker." He said, "Your death will be at my hands. You shouldn't have become a thorn in my side. You shouldn't have stole from me. You should have realized that I run this city. OsCorp is the biggest name in New York. Always has, and always will be." He nodded over his shoulder at his goons. "Let's go."

Peter watched as they dragged Flash out of there. His eyes never once left Peter's. Peter hoped that Phil would stop them leaving. He hoped he had gotten Gwen the help she needed.

Peter punched this thing against its head again. That time it reeled a little. It was just enough for him to get his arm out and shoot webbing into its mouth. It dropped Peter and before he had a chance to move, it was on him again. Damn, this thing was fast. He was against the wall again in an instant, milimeters from where he had been before, but the creature struggled with its mouth, and Peter was almost free of its clutches. He looked up when he saw a flash of red and blue and heard the creature bellow in pain. It dropped to the floor for a second, but then jumped clear to the ceiling. Peter was greeted by a man in a red, white and blue suit, retrieving his round shield he had thrown at the creature.

They locked eyes for a moment, and the man in blue nodded a greeting. His eyes locked upwards to where the creature had been. It was empty.

Peter moved away from the wall, and jumped to the ceiling as well, trying to get an eye on the black mass. Whoever this man was, Peter was grateful for the help, but introductions would have to be made later.

A flash of red caught his eye, and he saw what appeared to be a big, red and yellow man fly in through the window. The light glinted off of him, and he was made out of metal or iron or something. He hovered close to the man in blue, small flames emitted from his feet.

"What have we got here, Captain?" The voice was loud and almost robotic, and Peter was sure he could hear AC/DC playing softly.

"Creature is in this room somewhere. Parker is up there." He pointed at Peter.

Peter was shocked that these people knew his name.

The man in red and yellow gave Peter a salute and hovered beside him. Peter turned his head, searching for the black creature. He'd deal with these men later. A flash of black caught his eye. The creature was bounding toward them from the right. Peter shot out his webbing and the man in red and yellow fired an energy burst from his hand. It hit the creature dead on, and it fell to the floor in a midst of webbing and smoke.

The three of them surrounded the creature. It was weird. The black ink had partially subtracted itself from its human host, and fought uselessly against the cocoon of webbing that encased it.

"What the hell is this?" The man in blue asked.

"Don't get too close, Cap. That thing looks like it needs a human host, and that human host is dead." The man in red replied. He turned to Peter, "Good aim on shooting that stuff that looks like cu-"

"LET'S NOT GO THERE!" The man in blue said loudly with a chuckle. He extended his hand to Peter, "Captain America."

"Way to be so formal, Rogers." The man in red and yellow said, lifting his helmet. "Tony Stark."

Peter felt at ease with these two. They had helped him, and pretty much saved his ass. He took off his mask, and gave a friendly wave, "Peter Parker."

The sound of squealing tires was heard down below followed by gun fire.

"Son of a bitch," Tony mumbled, his helmet slid down once more and he walked back over to the window. He saw Phil yelling into his ear piece and a black limo was flying through the crowded New York streets.

"Phil?" Captain America asked, hand to his ear.

"That was Osborn, wasn't it?" Tony asked, already knowing the answer. He made a move to go out the window, but Captain grabbed his arm. "No. We'll get Osborn later. There's too many civilians, and we've got this to deal with." He nodded to the dead man on the floor.

"I'll be discreet." Tony promised.

Peter's hands curled into fists. "Osborn's getting away?" He asked. No way. No way that son of a bitch...

"My kind of man. Let's go, kid." Tony said, thumping him on the back.

"I said no, and that's an order to both of you." Captain said.

"You know I don't follow orders unless they're my own." Tony retorted.

"Who the hell are you?" Peter demanded. "You have no idea what the bastard..."

"I know more than you think." Cap said gently, "I know he's hurt that girl. I know he took your friend."

"Then you know why I have to go after him." Peter said, looking Cap square in the eye.

Just then, Phil ran into the room, followed by about ten men. His gun was drawn, and he surveyed the room. Once he saw the cluster of men, casually talking by the window, he holstered his gun and dismissed his men. "Dammit! What the hell is going on with you guys? I can't reach none of you on the comm!"

"Phil?" Peter asked, flabbergasted. "You know these guys?"

"Yeah," Phil said with a smile, "Remember that team I told you about? This is only a few of them."


	13. Chapter 13

Ch 13

Peter shook his head. This was all getting to be surreal. A man with a shield, another man in a suit that could fly. Then again, he did have the powers of a biologically engineered spider, so he guessed it all came out in the wash. But still... who exactly were these people? And why were they letting Osborn get away? Osborn, who had caused so much heartache?

Peter pulled his mask back on. "Look, it was nice meeting you all, but I've got to go after Osborn."

"Dammit, I really like this kid." Tony said with a smile.

"That's inadvisable." Phil said. "We've got our orders from base. We have to get this guy back to the lab for analysis." He pointed over his shoulder to the mess of black ink that still struggled against the cocoon.

Peter shook his head, "I'm not part of your group. And Osborn has a big enough of a head start. He's got Flash, and I can't just stand around here..."

"Miss Stacy is back at base, in surgery." Phil said, placing a hand on his arm. "I'm sure you'll want to be there."

And it all came flooding back to Peter. It seemed so long ago when he uttered the words. _Save her, and I will join any team you want. _His heart thumped loudly in his chest. It was like his heart was her heart in this moment, and he willed it to keep beating. _Just keep breathing Gwen, just for me. _He did want to be there when she woke up. He wanted to hold her hand and look into her eyes, and make sure she was okay. "She's in surgery?" He whispered.

"Yes." Phil said, checking his watch. "If all goes well, she'll be waking soon."

Phil's words sliced through his heart. _If all goes well._ What would go wrong? What could go wrong? He didn't want to take any chances with anything. If there was even a chance that she wouldn't make it... he wanted to be there. He had to be there. "Take me to her." Peter said.

Phil turned to Captain, "Take him down to the car." He turned to Tony, "Can you handle the creature?"

Tony eyed the wiggling black ink, "Can it break out of that?"

"If it hasn't yet, I'm sure it can't." Peter said. "Still..." He walked to it, and cocooned it another layer. "That should do it."

Captain put a hand on Peter's shoulder and guided him out of the room. Tony bent down to the creature and put it up and on his shoulder. "That was low, you know." He said.

Phil turned to him, "Sorry?"

"Using the girl to get Parker back to headquarters. Even you know that we should be going after Osborn. No good is going to come of this if she dies."

"If you have a problem with the orders, Stark, take it up with Fury."

"He's a kid, Phil. He's barely out of high school and he's seen enough death and despair in his life to last a life time. You're using the one thing he has left, his one glimmer of hope, and dangling it in front of him like a carrot."

"That's just it though, isn't it? Hope is the only thing stronger than fear."

"Are you telling me that if that girl wasn't dying, you'd threaten the kid?" Tony snapped, his mouth set in a firm line. He strolled up to Phil, his eyes blazing. "Don't make me believe that, Phil. I don't want to believe that."

"We need him, Stark. If we're going to get Osborn, we need him."

Tony turned away and to the window, "I guess as long as SHIELD gets what it wants, everyone else is just a pawn." And with that, he flew out of the window.

…...

Cap talked to Peter all through the car ride to SHIELD's Heli-carrier. Peter was grateful for that, it calmed his nerves and he listened silently as he told him how the first one had been destroyed beyond repair, but the new one, the latest model succeeded in ways that the previous one had failed. The Heli-carrier loomed into view, looking like a battleship gliding on the water. Peter was amazed that something so big and grand could take to the sky. He also felt weird knowing that Gwen was somewhere inside of it. As they got out of the car, a woman with shoulder length red hair and a man with spiked hair walked to him. They were both dressed in black jumpsuits and wore identical expressions. They moved in sync as they walked side by side, their hands not touching, but with the air that told Peter that they were not to be messed with; that they had each other's backs. The woman reached out to him first, in a move that Peter found surprising, given the way her mouth was set in a firm line. She put an arm around his shoulders and the other man, the one with the spiked hair fell into step beside them as they walked inside.

"It's good to have you here, Mr. Parker." She said and rubbed his back.

"Uh, thanks." Peter said.

The man on his other side held open a door, and Peter and the woman stepped into a hallway, and into what appeared to be a receiving area of the ship. The word that came to Peter's mind was _holding cell_, or _interrogation room. _It was a plain room with blank walls, a desk and two chairs. The door slammed behind them with a finality and the woman turned to Peter. She crossed her arms as she spoke, and the man stood beside her.

"I'm Natasha Romanova, this is Clint Barton. We're agents of SHIELD."

"Peter," He said. "Parker." He cleared his throat, "Peter Parker." It was impossible not to be intimidated by these two, but Peter tried to hold his own the best he could, and not come off as a recent high school graduate.

Agent Barton nodded his head to Peter.

Natasha continued, "Nick Fury, director of SHIELD will be in a moment to talk to you, give you a debriefing."

Peter shook his head, he was here wasting time, and no one had said a thing about the surgery. Everyone seemed to know all about him and why he was here, but no one seemed to care why _he _had come to _them_. "What about Gwen?"

Natasha exchanged a look with Barton. "I believe she's just out of surgery."

Peter let his breath out a long whoosh. He felt his heart rate returning to a normal pulse. "So, she's alive."

Natasha gave him a small smile and rubbed his back again, "Yes."

"When can I see her?"

"I believe you'll be free after Director Fury speaks to you."

"I can't see her now?"

The man, Clint took a step toward Peter and put a hand on his shoulder, "I know how this all must seem to you. I came to SHIELD when I was about your age. Let Fury talk to you, calm your fears. Give Gwen time to recover. Make sure she's awake when she sees you." He too, smiled at him and patted his back.

Peter gave a slow nod. What he said made sense. He wanted to be there to be able to talk to Gwen, make sure she was really okay, that she wasn't scared, that she wasn't in any pain.

There was a double knock on the door and in came a large man dressed in black, a long trench coat brushing the floor as he walked. An eye patch covered one half of his face, and his mouth too, was set in a straight line. Peter wondered idly if that was a common expression around here.

Clint and Natasha exchanged greetings with the man and then walked out the door.

"Mr. Parker," The man spoke, "I'm Director Nick Fury. Please, have a seat."

Peter sat down in one of the chairs, his mask still in his hands. He laid it awkwardly on the table.

"Thank you for coming here today." Fury said, taking the seat across from him.

"I didn't really have much of a choice." Peter said.

"No? I thought the one thing all of us had in this world was a choice."

"You have Gwen." Peter said simply.

"Hmm," Fury said. "Coulson told me about that. He told me you agreed to join SHIELD in exchange for saving Miss Stacy's life."

"Yes." Peter said.

"Did you mean that?"

It was a simple question, one Peter should have been able to answer with no hesitation at all. But he still didn't know what SHIELD was all about, he just knew that it was a branch of the government that had people with powers above human capacity. "Seeing that you seem to have my back and that Gwen is alive, yes."

Fury sighed, "And if she wasn't?"

"Then I don't think you would like me very much."

"And why's that?"

"Because the one thing in this world that matters to me more than anything would be gone."

Fury nodded. "And what then?"

Peter folded his hands and looked down at them. He wasn't sure. He wouldn't know what would happen, but it was a scenario that he never wanted to live. "I don't know."

Fury leaned across the table, his good eye studying Peter intently. "There are things in this world that would bring out your dark side, Mr. Parker. People and things who hurt innocent people for their own gain."

Peter shook his head. "That's not bringing out my dark side, bringing those people to justice. That's just doing what's right. Helping people who can't help themselves, standing up for those who are unable."

"That's pretty much our mission statement for a group of people we call the Avengers Initiative." Fury said with a smile.

"What's the Avengers?"

"You've met some of them. Iron Man who is Mr. Stark, Captain America goes by the name of Steve Rogers. Natasha and Clint. Just ordinary people doing extraordinary work."

"And this is some sort of crime fighting team?"

"You could say that. We also have a Hulk and a Demi-God. Norman Osborn brought us to New York, which brought us to you. We've been after Osborn for awhile, but we've never been close enough to get him in. I believe that you could help us with that."

Peter smiled for the first time that day, "Where do I sign?"


	14. Always

I'm touched that so many of you are still reading this story and wanting it to continue! Thanks so much, and please continue to review!

Ch 14: Always

He could see her through the doorway, her big beautiful eyes alert and vibrant, talking to someone by her bedside. She laughed at something they had said, turned her head, and stared. She could see him through the door. Her smile faltered, and he questioned why it had. Something was wrong. He pushed open the door then, and entered the room. Her hospital room was pretty small, there was enough room for her hospital bed, a chair, and a small table with a desk chair. A small door was against the wall, which he assumed was a closet or bathroom. A TV was mounted on the wall across from her bed. The only light in the room was above her bed, but it was bright enough to light the room. Their eyes locked on each other, and Coulson, who was by her bedside, cleared his throat and went to leave. He placed a hand on Peter's shoulder, and said, "She's all yours." He smiled at him and left the room, pulling the door shut behind him.

"Hi," She whispered, taking her eyes off of him to stare down at her hands.

"Hi," He whispered back, drinking in everything she embodied, her spirit, her energy, her essence. What a relief it was to see her lovely eyes staring up at him, to see a small playful smile tugging at her lips. "How're you feeling?" He asked.

"Good." Gwen said. "This place is amazing."

"Are they treating you okay?" He asked.

"Yeah," She said with the raise of an eyebrow. "I was just talking to Phil. He's very nice."

"Yeah he is," Peter confirmed.

"They offered me a position here."

"What?" He asked. This was news to him. Fury didn't even mention anything like this. He wasn't sure he liked the fact of Gwen being in harm's way.

"Not in the field or anything," She said, "but in the lab, working with Dr. Banner and Tony."

"You met them?" Peter asked.

"Yeah, haven't you? They came in here with Phil."

Peter shook his head. SHIELD sure worked fast. "I've met Stark, but not Banner yet."

"Tony kissed my hand, and brought me those." She nodded to the vase of pink roses on the table. "They seemed to know a lot about me. Phil said they've been watching us... as in me and you."

Peter's brows creased. "Watching you? Why?"

It was easy to see why SHIELD would be interested in him, he was the freak. But Gwen? Gwen should be able to live a normal life.

"Because of my work with Connors and at OsCorp. It's not because of you, Peter."

He breathed a sigh of relief. At least that was free of his conscious.

"Phil was supposed to talk to me at graduation. But then, I ran off." She said bitterly. "It was stupid. I'm sorry I did that, but I don't regret it."

"You could have died, Gwen." He said softly, starring down at his hands again. His voice was barely a whisper.

"People die every day, Peter. You of all should know this. Good people. People doing the right thing. It's life."

"Don't talk like that." He said. "Do you have any idea what you'd be leaving behind? That you'd be leaving me behind?"

They were silent a moment, lost in their own thoughts. The buzz of the lightbulb above her bed was the only sound in the room.

Peter eyed the roses. He should have asked Fury if there was a gift shop on this heli-carrier. He should have brought something for Gwen.

"Hey," She said softly, "are you okay?"

Did she really have to ask that question? She just almost freakin died on him. He took a step forward and sat on the edge of her bed. She seemed okay. A little pale, but sturdy. "Are _you_ really alright? No lasting side effects?"

She gave a sad sigh. "Just one," She said, "But it's not permanent."

His heart sank to the bottom of his stomach. He had been expecting this. What was it? Loss of her legs? Was she paralyzed? Did she need him to call The Scooter Store? He didn't care, he would happily walk next to her while she operated her motorized chair through the streets of New York. He'd do anything to be by her side.

And then he felt incredibly guilty. Had he been faster, if he had only stopped her from leaving the graduation to chase after Flash, he could have avoided all of this. She had been hurt, and he'd never forgive himself. His brows creased, "What?"

"Peter..." She whispered, reaching for his hand and smiling when his fingers entwined in hers, "It's impossible, yet it's happening..."

His brain started working in overdrive again. What was it? Had she been mutated in some way? Did she have spider like abilities too now? "What is it, Gwen?"

"I can't tell you." She said, avoiding his eyes at all costs. There was a small blush on her cheeks, and her mouth was set in a frown.

Oh God. It was bad. He could tell by her body language that it was something she wanted to hide from him.

"Why?"

"I don't know how you'll react."

"Gwen," He whispered, "This was enough for me. These past few hours when I almost lost you for good..." He sighed, "There's nothing you can say to push me away now. Whatever it is, I'm here."

She took a deep breath, counted to ten and looked up at his eyes. She melted in his dark chocolate. She had to tell him of course, and she just hoped that he'd be okay with it. He'd have to be, right? This was Peter, and she trusted him above all others. She knew he'd be there for her. She hoped. "Whatever it is? Promise?" She asked.

"Cross my heart." Peter said and even made an 'x' on his chest.

"Okay," She started, "Peter, the reason I'm alive... the reason they were able to remove those horrible cartridges from my back... is because I'm having a baby." She said clearly, folded her hands on her lap and waited for his reaction.

Peter was sure that he had misheard Gwen. He tilted his head closer to her, and cleaned out his ears. "I'm sorry, what?"

"Peter, I'm pregnant."

He rose to his feet then, and did a walk around her small room. He stopped a few times to open his mouth to speak, but then closed it again and continued to pace. He felt his heart rise into his throat for the umpteenth time. Well, this was good. She'd be a good mother, and he would bring Flash back to her and they would be a happy little family.

But oh, did he love her. And this news hurt him to his core. Here he was, spilling his heart out like a love sick Romeo, and she was having another man's baby. But it didn't matter in the long run. He'd love her until he died, that he was sure of. He'd watch over her, but from afar. He'd be a silent guardian on her fire escape. A silhouette in her window, but nothing more.

"Peter, say something." Gwen commanded.

"Gwen," He said softly, "I promise you, I will get Flash back to you."

"Flash?" She asked. "No, no, Peter... he's not the father. You are."

Her words hung in the air, and then fluttered down into his brain and on his shoulders. _He's not the father. You are. _This was impossible. This was improbable. And yet, reality stared him straight in the face. He turned to Gwen. "I'm sorry, what?" He repeated stupidly.

This changed everything. A milisecond ago, he thought that she was lost for good. But now, it seemed that destiny had other plans.

"Peter," She said, and reached for his hand. He walked to her, and gave it to her. She put his hand on the spot where their baby was growing, and whispered softly, "It's impossible, I know it is, but it's happening." She took a moment to dry a few tears that had slipped out, "This little baby that's growing inside of me has your blood, and your blood slowed down the poison in the cartridges so they didn't dissolve as quickly as they normally would have."

"But Gwen, we only..."

"I know. I know we were only together a few days ago. I know it doesn't make sense. I've seen Dr. Banner about thirty times today.. All of his tests confirmed it. He might ask you for a blood sample."

"But Gwen," He said softly, rubbing his thumb on her belly. "Is this safe? Are you going to be okay?"

"Well, it's too early to tell how things are going to go, but according to Dr. Banner, everything should, hypothetically be okay."

"What if it isn't?" Peter asked quietly, and sat next to her on the bed. He cupped her face in his hands, "What if this baby..."

"He or she's saved me so far, right?" Gwen said just as quietly, putting her hands on Peter's shoulders.

Peter rested his forehead against hers, and drew his arms around her waist, pulling her close. Everything has indeed changed now. Whatever happened, his life was going to change drastically. Again. But he knew one thing. He loved Gwen, and whatever she needed, he'd be by her side.

"I need you here with me." She whispered.

"Always," He replied.

…...

"Check this out." Bruce told Tony and Cap as they stood side by side in the new state of the art lab. Bruce had the cocooned dead man and the symbiote in an oblong glass chamber. They both watched the symbiote bang around the inside of the walls. "As soon as I removed Peter's webbing, this thing left the dead man and tried to latch onto me. It needs a living a host."

"That's all good about the dead man and the ink stain, but where does this put us? Nowhere. We have to get Osborn."

"I don't know about that, Fury told me to do analysis on this." Bruce said.

"Your dad have a feud with Osborn or something, Stark?" Cap asked.

"Were you not there?" Tony asked him. "Did you not see Osborn scream out of there like a bat out of hell?"

"Osborn is not our main objective right now."

"Always following orders..." Tony grunted.

"Guys," Bruce said with an eye roll, and nodded to the woman who stood in the doorway of the lab.

Agent Maria Hill stood watching the boys bicker like school children before she opened her mouth to speak, "Captain, please gather your men and meet Director Fury on the bridge."

"Yes ma'am." Cap said.

Maria gave the inkling of a smile before turning on her heel and leaving.

Tony eyed Cap up and down. "You got a thing for the ice princess?"

"Stark..."

"You want to thaw her panties!" Tony exclaimed.

"Shut up, Stark." Cap said and left the room.

"Just use your ice pick!" Tony said, chasing after him.


End file.
